Loading...
HomeMy WebLinkAboutPACIFIC COAST HOMES - Exchange Agreement 7/01/1991 - License (2) EXCHANGE AGREEMENT THIS EXCHANGE- AGREEMENT (the "Agreement" ) is entered into as of r / , 1991, by and between PACIFIC COAST HOMES, a Califori d a orporation ( "PCH" ) and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency" ) . RECITALS A. The Agency owns or will acquire from the City of Huntington Beach (the "City" ) certain real property located within the City boundaries consisting of approximately two hundred eighty-one thousandths ( .281) acres of net usable land, exclusive of that portion of the parcel required to be dedicated for street and utility purposes, as more fully described in the "Legal Description of Agency Parcel" attached hereto as Exhibit "A-1" and incorporated herein (the "Agency Parcel" ) . The City acquired the Agency Parcel from The Huntington Beach Company, a corporation affiliated with PCH, on February 29, 1988. B. PCH owns certain real property located within the City boundaries consisting of approximately seven hundred seventy thousandths ( . 770) acres of net usable land, exclusive of that portion of the parcel required to be dedicated for public purposes, as more fully described in the "Legal Description of PCH Parcel" attached hereto as Exhibit "A-2" and incorporated herein (the "PCH Parcel" ) . The City has operated a parking lot on the PCH Parcel under a License and Option Agreement from PCH dated January 4, 1990. C. The Agency and PCH wish to exchange their respective parcels and to provide for the payment of "boot" by the Agency to PCH in the amount of the difference in the values of the two parcels. NOW, THEREFORE, the parties hereto agree as follows: 1. Terms of Exchange. 1 . 1 Agreement to Exchange. On or before August-1 , 1991 (the "Closing Date" ) , and provided neither party is in default hereunder, PCH shall convey the PCH Parcel to Agency, and Agency shall simultaneously convey the Agency Parcel to PCH. It is PCH' s intent that this transaction qualify as a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code of 1954, as amended. Accordingly, the Agency agrees to take such action as PCH may reasonably request to satisfy the requirements of Section 1031; provided, however, that Agency does not guarantee any tax result, and that each K such action requested by PCH shall be at no out of pocket cost to the Agency, excluding the cost of personnel time or photostatic copies. 1.2 Exchange Values; Boot. The parties have obtained and examined an appraisal of the parcels from Mark W. Linnes dated October 25, 1989, a copy of which is attached hereto as Exhibit "B" and incorporated herein, and hereby agree on the basis of such appraisal and of further investigation by each party that the value of the PCH Parcel is Six Hundred Seventy-One Thousand Dollars ($671, 000) and the value of the Agency Parcel is Two Hundred Forty-Five Thousand Dollars ($245, 000) . The parties further agree that the Agency shall pay PCH "boot" in the amount of Four Hundred Twenty-Six Thousand Dollars ($426,000) in addition to conveying the Agency Parcel to PCH, in exchange for PCH conveying the PCH Parcel to the Agency. 1.3 Payment of Boot. At the Close of Escrow, the Agency shall deliver to PCH a promissory note substantially in the form of Exhibit "C" attached hereto and incorporated herein (the "Note" ) in the amount of Four Hundred Twenty-Six Thousand Dollars ($426, 000) . The Note shall accrue simple interest at the rate of ten percent (10%) per annum. The Note shall be secured by a first deed of trust encumbering the PCH Parcel, substantially in the form of Exhibit "D" attached hereto and incorporated herein. The, Agency shall make payments of principal and interest upon the Note on or before August 1 of each year during the term of the Note, beginning August 1, 1991 . The amount of each payment by the City upon the Note shall be equal to seventy-five percent (75%) of Agency' s allocation of "Tax Increment, " as herein defined, until the Note is paid in full. "Tax Increment" shall be defined as those allocations of ad valorem property taxes resulting from the increase in assessed valuation over the assessed valuation in the last fiscal year prior to the effective date of the redevelopment plan, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670(b) from the Yorktown/Lake Redevelopment Area, in accordance with the redevelopment plan for such redevelopment area. The sum that the Agency is required to set aside for the purpose of low-to-moderate income housing pursuant to Health and Safety Code Section 33334.2 or a successor statute shall not be deemed to be Tax Increment for the purposes of this Section 1. 3 . 2 . Escrow. 2 . 1 Escrow Holder. An escrow (the "Escrow" ) shall be opened with First American Title Company, 114 East Fifth Street, Santa Ana, California 92701 (the "Escrow Holder" ) within five (5) business days of the date this Agreement has been executed by both parties, by the deposit by PCH and Agency 05/16/91 3607u/2460/000 -2- 1 of a fully executed copy of this Agreement ( "Opening of Escrow" ) . 2 .2 Required Conditions of Closing. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for, provided that the following conditions are satisfied: (a) Title Insurance. Escrow Holder shall be able to issue the owner' s policies of title insurance in accordance with Section 4 hereof, each subject only to: (i ) Real property taxes and assessments not then delinquent; (ii ) Any notice of assessment or any general or special bonds and assessments for any assessment district, unless the conveying party is obligated to pay such assessments prior to the Closing Date; (iii) All conditions and exceptions and other matters affecting title as shown in the preliminary title reports to be delivered to Agency and PCH pursuant to this Agreement (subject to any such items to be modified and/or removed prior to the Closing Date as provided herein) ; (iv) Covenants, restrictions, reservations, and other matters set forth in the Quitclaim Deeds; and (v) Any exceptions resulting from Agency' s entry upon the PCH Parcel or otherwise created by Agency on the PCH Parcel; or by PCH' s entry upon the Agency Parcel or otherwise created by PCH on the Agency Parcel. (b) PCH Conditions. The following conditions, which are for the benefit of PCH, shall have been satisfied or waived in writing by PCH: (i) The Agency shall have performed all obligations and delivered all documents required to be - performed and delivered pursuant to this Agreement; (ii ) The Quitclaim Deed conveying title to the Agency Parcel, substantially in the form of Exhibit "E-1" attached hereto incorporated herein, shall have been executed by the Agency and delivered into Escrow; and (iii) No taking or threatened taking of the Agency Parcel and/or improvements thereon or any part thereof by eminent domain shall have occurred prior to the Closing Date. If, despite such a taking or threatened taking by eminent domain, the transaction herein provided is consummated by mutual agreement of PCH and the Agency, then the proceeds 05/16/91 3607u/2460/000 -3- thereof attributable to the Agency Parcel and/or the improvements thereon shall belong solely to PCH. (c) Agency Conditions. The following conditions, which are for the benefit of Agency, shall have been satisfied or waived in writing by Agency: (i) PCH shall have performed all obligations and delivered all documents required to be performed and delivered pursuant to this Agreement; (ii) The Quitclaim Deed conveying title to the PCH Parcel, substantially in the form of Exhibit "E-2" attached hereto and incorporated herein, shall have been executed by PCH and delivered into Escrow; and (iii) No taking or threatened taking of the PCH Parcel and/or improvements thereon or any part thereof by eminent domain shall have occurred prior to the Closing Date. If, despite such a taking or threatened taking by eminent domain, the transaction herein provided is consummated by mutual agreement of PCH and the Agency, then the proceeds thereof attributable to the PCH Parcel and/or the improvements thereon shall belong solely to Agency. (d) Deposit of Funds and Documents. PCH and Agency shall have deposited into Escrow the funds and documents referred to or described in Section 3 . 1 hereof, and such additional documents as may be required of such party to enable the Escrow Holder to close the Escrow in accordance with this Agreement. (e) Correctness of Representations. Each representation and warranty made by the parties hereto shall be true and correct as of the Closing Date. Escrow Holder shall assume that this condition has been satisfied unless notified to the contrary in writing by either PCH or Agency prior to the Closing Date. 2 .3 Recording. Escrow Holder is authorized to record any instrument delivered through Escrow if necessary or proper for issuance of the Title Policies. The Close of Escrow shall conclusively constitute evidence that PCH and the Agency have fully performed their respective obligations hereunder (except those which by their terms are to be performed following the Closing Date) and PCH and Agency hereby agree to waive, effective as of the Closing Date, any claims, demands and/or causes of action against the other based upon the other' s failure to fully perform such obligations prior to the Closing Date, excepting obligations which (a) are by their terms to be performed following the Closing Date, (b) are created by separate agreement, and/or (c) the parties' obligations of indemnity under this Agreement. Escrow Holder shall instruct 05/16/91 3607u/2460/000 -4- the County Recorder of the County of Orange to return the Quitclaim Deed for the PCH Parcel to Agency and return the Quitclaim Deed for the Agency Parcel to PCH and shall further instruct the County Recorder to deliver a conformed copy of each original Grant Deed to the grantor of such instrument. 2 .4 Prorations. Escrow Holder shall prorate, as of the Closing Date and based on a thirty (30) day month, all real property taxes and assessments which are a lien upon the PCH and Agency Parcels, if any. If such taxes and assessments encumber real property in addition to, and are not separately assessed against, the PCH or Agency Parcels, only the portion of such taxes and assessments ( land only) allocable to the PCH or Agency Parcels, on a per acre basis, shall be used for such proration, and in such event, PCH and the Agency hereby covenant (which covenant shall survive the Closing Date) to pay the real property taxes and assessments levied or assessed against the PCH or Agency Parcel for such fiscal tax year prior to delinquency. If the actual tax bill for the current tax year is not available by the Closing Date (or if a supplemental assessment based upon new construction or a change in ownership occurring prior to the Closing Date is received following the Conveyance Date) , PCH and the Agency shall re-prorate such taxes outside of escrow following the Conveyance Date after such tax statement (or supplemental assessment) becomes available. 2 .5 General Escrow Provisions. Upon their review and approval thereof, and so long as not inconsistent with anything contained herein, PCH and the Agency agree to incorporate into this Agreement the general escrow provisions normally used by Escrow Holder. • If required by Escrow Holder, the parties agree to execute such reasonable supplementary instructions to Escrow Holder as are consistent with this Agreement. 2 . 6 Tax Liens. PCH agrees to deposit into Escrow prior to the Closing Date such funds which may be necessary to remove any lien or liens for property taxes which encumber the Agency Parcel, which property taxes were assessed or levied prior to the date the City acquired the Agency Parcel from the Huntington Beach Company. 3. Conveyance of Parcels. 3 . 1 Consummation of Exchange. (a) Closing on Closing Date. On or before the Closing Date, in addition to the conditions contained in Paragraph 2 .2 herein, it is agreed that: (i ) PCH shall deposit into Escrow the deed conveying to Agency the PCH Parcel; 05/16/91 3607u/2460/000 -5- t , (ii) Agency shall deposit into Escrow the deed conveying to PCH the Agency Parcel; (iii ) PCH and Agency shall deposit into Escrow a Non-Foreign Affidavit, on Escrow Holder' s standard form, executed pursuant to Internal Revenue Code Section 1445 for delivery to the other party; (iv) Agency shall deposit into Escrow the Note and Deed of Trust; (v) Both parties shall deposit in escrow such funds, instructions and documents as may be required to close the Escrow and record such deeds. (b) Closing Costs. Closing costs incurred in connection with the conveyance of the PCH Parcel to Agency shall be borne as follows: PCH shall bear the cost of title insurance for the PCH Parcel as provided in Section 4.2 hereof and one-half of the escrow fees. Agency shall bear the cost of recording the Quitclaim Deed, the real estate transfer taxes and one-half of the Escrow fees, All other closing costs with respect to the PCH Parcel shall be borne by the parties in accordance with the prevailing practice in Orange County, California. Closing costs incurred in connection with the conveyance of the Agency Parcel to PCH shall be borne as follows: Agency shall bear the cost of title insurance for the Agency Parcel as provided in Section 4.2 hereof and one-half of the escrow fees. PCH shall bear the cost of recording the Quitclaim Deed, the real estate transfer taxes and one-half of the Escrow fees. All other closing costs with respect to the Agency Parcel shall be borne by the parties in accordance with the prevailing practice in Orange County, California. Each party shall pay its portion of such costs directly to Escrow Holder. (c) Termination by Either Party. If Escrow for either or both parcels is not in a condition to close by the Closing Date, as the same may be extended, either party not then in default may elect to terminate this Agreement and the Escrow by giving notice of such termination to the other party and to Escrow Holder. In the event of such termination, neither party shall have any further obligations or liabilities hereunder. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 05/16/91 3607u/2460/000 -6- 3 .2 Possession. Possession of the PCH Parcel shall be given to Agency on the Closing Date, and possession of the Agency Parcel shall be given to PCH on the Closing Date. 4. Title Matters. 4. 1 Title Report. Each party shall promptly after the execution of this Agreement cause the delivery to the other party of a current preliminary title report (the "Title Reports" ) as to the Parcel owned by that party issued by First American Title Company (the "Title Company" ) and copies of all documents shown thereon as exceptions to title. Within ten ( 10) days after the receipt of its respective Title Report, each party shall approve or disapprove matters listed as exceptions to title on its respective Title Report. Failure to give notice of approval or disapproval shall be deemed disapproval of any item not approved. The owner of the affected parcel shall use its best efforts to remove the non-approved matters and exceptions and shall promptly provide the other party with satisfactory evidence of removal. If the non-approved matters or exceptions have not been removed by the Closing Date, the purchasing party may at its option (i ) close the exchange of the Parcels and take title subject to the non-approved matters and exceptions which have not been removed, or (ii) terminate this Agreement in the manner set forth in Section 6 hereof, in which case the Agency and PCH shall each pay one-half of the title and Escrow fees. 4.2 Title Insurance. At the Closing Date, the Agency shall cause the Title Company to deliver to PCH a California Land Title Association ( "CLTA" ) owner' s coverage policy of title insurance insuring that title to the Agency Parcel is vested in PCH, with liability equal to Two Hundred Forty-Five Thousand Dollars ($245,000) , and PCH shall cause the Title Company to deliver to the Agency a CLTA owner' s coverage policy of title insurance insuring that title to the PCH Parcel is vested in the Agency, with liability equal to Six Hundred Seventy-One Thousand Dollars ($671, 000) . Such policies (the "Title Policies" ) shall be subject to the approved title exceptions. 4.3 Additional Coverage. If either party desires an American Land Title Association ( "ALTA" ) policy of title insurance or endorsements to the Title Policy, that party shall be responsible for the additional costs beyond the cost of a CLTA policy. 5. Representations and Warranties. 5. 1 Representations and Warranties by PCH. PCH hereby makes the following representations and warranties to Agency with respect to the PCH Parcel, which representations and warranties shall survive the conveyance and delivery of the 05/16/91 3607u/2460/000 -7- PCH Parcel quitclaim deed and each of which, unless otherwise noted herein, (a) is material and reasonably relied upon by Agency and (b) is true in all respects as of the date of this Agreement and shall be true on the Closing Date: (a) PCH is the owner of the PCH Parcel and/or has the full right, power and authority to transfer the PCH Parcel to the Agency as provided herein and to perform all of PCH' s obligations hereunder. (b) To the best of PCH' s knowledge, there are no unsatisfied mechanic ' s or materialman' s lien rights concerning the PCH Parcel. (c) To the best of PCH' s knowledge, no actions, suits, or proceedings are pending or threatened before any governmental department, commission, board, bureau, agency or instrumentality that would adversely affect the PCH Parcel or the right to occupy or utilize it. (d) PCH is not the subject of a bankruptcy proceeding. (e) PCH has not received notice of, and has no actual knowledge of, any pending or threatened condemnation of all or any part of the PCH Parcel. 5 .2 Oil Well On PCH Parcel. The Agency acknowledges the presence of the "Miley-Keck #28" oil well on the PCH Parcel. The Agency understands that the Miley-Keck #28 oil well has been abandoned, that such abandonment was approved by the California Department of Oil and Gas at the time of abandonment, but that such abandonment does not meet the current abandonment standards of the California Department of Oil and Gas and that the oil well would need to be reabandoned if a structure were constructed on the PCH Parcel in the future. The Agency agrees to assume all responsibility and expense for any abandonment of the Miley-Keck #28 oil well which may be required in the future. The Agency has also examined the results of an investigation of the soil surrounding the Miley-Keck #28 oil well by the City Fire Department dated December 19, 1990, which is attached hereto as Exhibit "F" and incorporated herein. The Fire Department investigation conducted five test borings and found no methane gas in any of the samples. Agency acknowledges that (a) Agency has made use of the PCH Parcel for parking purposes and has made its own investigation of the physical, environmental and legal condition of the PCH Parcel and has approved the same and (b) except as provided in Section 5. 1 above, Agency is not relying upon any representations and warranties of PCH or anyone acting or claiming to act on PCH' s behalf concerning the PCH Parcel. 05/16/91 36O7u/2460/0.00 -8- I t � Agency expressly understands and agrees that except as provided in Section 5. 1 above, Agency shall purchase the PCH Parcel in an "AS IS" condition on the Closing Date. Except as provided in Section 5 . 1 above, PCH disclaims the making of any representations or warranties, express or implied, regarding the PCH Parcel or matters affecting the PCH Parcel, including, without limitation, the physical condition of the PCH Parcel. Agency, for itself and its officers, employees, agents, representatives, successors and assigns, hereby releases and forever discharges PCH, its agents, employees, officers and directors, affiliates, representatives, successors and assigns, from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which Agency has or may have in the future, arising out of the physical, environmental or legal condition of the PCH Parcel . Agency hereby specifically waives the provisions of Section 1542 of the California Civil ( "Section 1542" ) and any similar law of any other state, territory or jurisdiction. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Agency hereby specifically acknowledges that Agency has carefully reviewed this provision and discussed its meaning with legal counsel and acknowledges that its provisions are a material part of this Agreement. Agency Initials: JIA-R47 5 .3 Representations and Warranties by Agency. Agency hereby makes the following representations and warranties to PCH with respect to the Agency Parcel, which representations and warranties shall survive the conveyance and delivery of the Agency Parcel quitclaim deed and each of which, unless otherwise noted herein, (a) is material and reasonably relied upon by PCH and (b) is true in all respects as of the date of this Agreement and shall be true on the Closing Date: (a) Agency is the owner of the Agency Parcel and/or has the full right, power and authority to transfer the Agency Parcel to PCH as provided herein and to perform all of Agency' s obligations hereunder. (b) To the best of Agency' s knowledge, there are no unsatisfied mechanic ' s or materialman' s lien rights concerning the Agency Parcel. 05/16/91 3607u/2460/000 -9- (c) To the best of Agency' s knowledge, no actions, suits, or proceedings are pending or threatened before any governmental department, commission, board, bureau, agency or instrumentality that would adversely affect the Agency Parcel or the right to occupy or utilize it. (d) Agency is not the subject of a bankruptcy proceeding. (e) Agency has not received notice of, and has no actual knowledge of, any pending or threatened condemnation of all or any part of the Agency Parcel . 5.4 Environmental Condition of Agency Parcel . PCH acknowledges that (a) The Huntington Beach Company, an affiliate of PCH, is the former owner of the Agency Parcel and, accordingly, PCH has made its own investigation of the physical, environmental and legal condition of the Agency Parcel and has approved the same and (b) except as provided in Section 5. 3 above, PCH is not relying upon any representations and warranties of Agency or anyone acting or claiming to act on Agency' s behalf concerning the Agency Parcel . PCH expressly understands and agrees that, except as provided in Section 5 . 3 above, PCH shall purchase the Agency Parcel in an "AS IS" condition on the Closing Date. Except as provided in Section 5 .3 above, Agency disclaims the making of any representations or warranties, express or implied, regarding the Agency Parcel or matters affecting the Agency Parcel, including, without limitation, the physical condition of the Agency Parcel . PCH, for itself and its agents, partners, affiliates, successors and assigns, hereby releases and forever discharges the Agency, its agents, employees, officers, representatives, successors and assigns, from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which PCH has or may have in the future, arising out of the physical, environmental or legal condition of the Agency Parcel. PCH hereby specifically waives the provisions of Section 1542 of the California Civil ( "Section 1542" ) and any similar law of .any other state, territory or jurisdiction. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. PCH hereby specifically acknowledges that PCH has carefully reviewed this provision and discussed its import with legal 05/16/91 3607u/2460/000 -10- counsel and acknowledges that its provisions are a material part of this Ag a ent. PCH Initials: 5.5 rvival of Representations and Warranties. Each party will promptly notify the other of any fact or circumstance which becomes actually known to such party prior to the Closing Date which renders untrue any representation made by such party in this Section 5. The representations and warranties of the respective parties hereto and any cause of action based on an alleged breach thereof shall survive the Closing Date and the transfer of title for a period of one (1) year from and after the Closing Date. 5.6 Delivery of Documents. •PCH agrees to deliver to • Agency all proprietary plans, surveys, studies, reports and engineering data PCH has commissioned and/or has in its possession relating to the PCH Parcel; provided, however, (i) that PCH makes no representation or warranty whatsoever regarding the completeness or accuracy of such information, and (ii) the Agency shall maintain such information in a confidential manner, shall make no copies thereof and shall not disclose such information to third parties, excepting consultants hired by Agency who have been informed of the disclaimer by PCH set forth above and who have agreed in writing to maintain the confidentiality of such information. Upon any expiration or termination of this Agreement, the Agency shall return to PCH all plans, surveys, studies, reports and engineering data that PCH has delivered to Agency, within five (5) days of its receipt of a written notice from PCH to do so. 6. Termination Rights. 6. 1 Termination by Agency. If Agency terminates this Agreement as permitted herein, then PCH shall have no further right, title or interest whatsoever in or to the Agency Parcel, and at the request of Agency, shall execute and deliver to Escrow Holder, with instructions to deliver to Agency, a quitclaim deed (in the form and substance of Attachment "G-1" attached hereto and made a part hereof) releasing all of PCH' s right, title and interest in and to the Agency Parcel, and neither party shall have any further right against or duty to the other party under this Agreement, except as above stated. 6.2 Termination by PCH. If PCH terminates this Agreement as provided herein, the Agency shall have no further right, title or interest whatsoever in or to the PCH Parcel, and at the request of PCH, shall execute and deliver to Escrow Holder, with instructions to deliver to PCH, a quitclaim deed 05/16/91 3607u/2460/000 -11- (in the form and substance of Attachment "G-2" attached hereto and made a part hereof) releasing all of the Agency' s right, title and interest in and to the PCH Parcel, and neither party shall have any further right against or duty to the other party under this Agreement, except as above stated. 7. Leases. The City has entered a license agreement with PCH by which the City is authorized to maintain and operate a parking lot on the PCH Parcel for the use of visitors and employees of the Huntington Beach Civic Center. Such lease shall remain in full force and effect until the Closing Date, at which time it shall be automatically terminated and of no further force or effect. Neither Agency nor PCH will enter any new leases nor modify any existing leases concerning either the PCH Parcel or Agency Parcel from the date of this Agreement until the Closing Date, without the other party' s written approval, which approval shall not be unreasonably withheld. 8. Miscellaneous Provisions. 8. 1 Governmental Submissions. PCH shall have the right to submit and process general and specific plans, tentative tract maps and other land use documentation relating to proposed development of the Agency Parcel with appropriate governmental agencies. Agency, at no cost or obligation to itself, hereby agrees to execute as necessary any and all documents required to accomplish the foregoing; provided, however, that Agency shall be under no special obligation to process or approve land use applications made to the Agency with respect to the Agency Parcel. 8.2 Assignability of Agreement. Either party may assign this Agreement and its rights hereunder with the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, such prior consent shall not be required if PCH assigns this Agreement to an affiliate of PCH, or to a partnership of which PCH, or an affiliate of PCH, is a general partner. As used herein, "affiliate" shall mean any corporation in which PCH or the Chevron Corporation owns, directly or indirectly, more than fifty percent (50%) of the shares entitled to vote at a general election of directors or a general partnership in which PCH holds at least fifty percent (50%) of the general partnership interest. 8.3 Brokers. Each party represents and warrants to the other that it has not used any finder, broker or real estate agent in connection with this transaction, and agrees that it shall indemnify and hold the other harmless from and against all brokerage commissions or finder' s fees and claims therefor, payable in connection with the disposition of the Parcels and resulting from the acts or omissions of such indemnifying party. 05/16/91 3607u/2460/000 -12- 8.4 Notices. All notices and other communications required or permitted to be given or delivered hereunder shall be in writing and shall be delivered personally or sent by first class mail, registered or certified, postage prepaid, and return receipt requested. Notices shall be deemed received on the earlier of (a) actual receipt, if personally delivered to the addressee, or to a partner or an officer of the addressee if the addressee is a partnership or corporation, or (b) forty-eight (48) hours following deposit in the United States mail. Notices shall be addressed as appears below for the respective parties, provided that if any party gives notice as provided herein of a change of name or address, notices to such party thereafter shall be given as specified in that notice: If to PCH: PACIFIC COAST HOMES 2120 Main Street, Suite 260 Huntington Beach, CA 92648 Attn: Legal Counsel If to Agency: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 Attn: City Attorney 8. 6 Covenants of Good Faith and Best Efforts. In consideration of the mutual promises of the parties hereto, and of the execution of this Agreement by the parties, each party hereby agrees in good faith to utilize its best efforts in connection with the performance of all obligations hereunder, and in connection with the taking of any and all actions necessary with respect to any investigation, review, or other procedure required in order to enable such party to grant or withhold its consent or approval as provided for herein, it being the intention of each party that such covenant of good faith and utilization of best efforts shall be deemed sufficient and valid consideration for the promises of each party hereunder. Absent an express statement to the contrary, wherever any consent or approval of a party is required hereunder, such party shall not withhold such consent or approval unreasonably, it being understood ,that the standard of reasonableness shall be determined with reference to the standard of a reasonably prudent investor having experience and sophistication in the purchase of property of the type covered by this Agreement. 8.7 Approvals. Each party shall notify the other party in writing of its approval or disapproval of any item 05/16/91 3607u/2460/000 -13- provided to that party for its approval under this Agreement within ten (10) business days of its receipt of such item (or within any longer or shorter period for approval specifically provided for in this Agreement for any particular item) and any such notice of disapproval shall specify the reasons for disapproval and, to the extent applicable, any modifications or changes required for that party' s approval. A party' s failure to expressly so approve or disapprove of any such item within the required time period shall conclusively constitute that Party' s disapproval of such item. Further, each party agrees to execute such other and further instructions as may be necessary or proper in order to consummate the transaction contemplated by this Agreement. 8. 8 Modification. No amendments or modifications to this Agreement shall be valid or binding unless in writing and executed by all parties to this Agreement. 8.9 Authority. The persons signing this Agreement represent and warrant that they are authorized to execute and deliver this Agreement and that this Agreement will thereby become binding on the party for whom such person has signed. 8. 10 Construction. This Agreement shall be construed as a whole and in accordance with its fair meaning. Captions and organizations are for convenience and shall not be used in construing meaning. 8. 11 No Waiver. The waiver by either party of the performance of any covenant, condition or promise, including the time for performance thereof, shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant, condition or promise. The exercise of any remedy provided by law or by the provisions in this Agreement, including the time for performance thereof, shall not invalidate this Agreement and shall not exclude any other remedy, unless it is expressly excluded. 8. 12 Severability. Invalidation of any one of the terms and/or provisions of this Agreement by any judgment or court order shall in no way affect any of the other terms and/or provisions of this Agreement, which shall remain in full force and effect. 8. 13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. 14 Counterparts. This Agreement and any documents required to be executed by the parties hereunder may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. 05/16/91 3607u/2460/000 -14- 8. 15 Survival. Notwithstanding the granting of a deed from PCH to Agency for the PCH Parcel, and from the Agency to PCH for the Agency Parcel, all covenants herein which by their terms remain executory and all conditions herein which by their terms may not be satisfied and have not been excused as of the conveyance of the applicable Parcel shall survive the conveyance of that Parcel. 8. 16 Binding Effect. This Agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties hereto. 8. 17 Conflicts of Interest. Conflicts of interest relating to this Agreement are strictly prohibited. Except as otherwise expressly provided herein, neither Agency nor any officer, employee or agent of Agency shall give to or receive from any officer, director, employee or agent of PCH any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, neither Agency nor any officer, employee or agent of Agency shall enter into any business relationship with any director, employee or agent of PCH (or of any affiliate of PCH) , unless such person is acting for and on behalf of PCH, without prior written notification thereof to PCH. 8. 18 Time. Time is of the essence of this Agreement; provided, however, that if the date on which any action is required to be taken hereunder falls on a Saturday, Sunday or holiday, such action shall be taken on the next business day following such date. If the Closing Date or any other date on which Escrow Holder is required to take action hereunder falls on a day on which Escrow Holder is not open for business, such action shall be taken on the next business day on which it is open for business. 8. 19 Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below. PACIFIC CO S OMES, a California corpo io Dated: By: By: • Its- 12.e,4AWit/ J. oth on i By 05/16/91 3607u/2460/000 Ii§: 441,4.7 Litz J. J. Lopez Dated: 6//2/Q/ By: Its: U; - �Ts: C. E. RICE "PCH" REDEVELOPMENT AGENCY OF THE CITY OF ON BEACH, a public body cor rate a d polit' Dated: 3- 2 - 9 / By: Agency Chairman Dated: — 2 c - / By: i ct -c�� 4 Agency Executive 'Director "AGENCY" ATTEST: 410AV4i Agency Sec-retary G/sl• 019 APPROVED AS TO FORM: Ci y Attorney6c4 Stra4 ing; •• a, Carlson & Rauth Agent , Speci. Counsel 05/16/91 3607u/2460/000 -16- EXHIBIT A-1 LEGAL DESCRIPTION (Agency Parcel) THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 6 SOUTH, RANGE 11 WEST, S.B.B. & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17'20" EAST 103 . 92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37. 00 FEET; THENCE SOUTH 20 DEGREES 00' 43" WEST 46. 80 FEET; THENCE SOUTH 88 DEGREES 17 ' 35" WEST 7.00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28, 1971 IN BOOK 9943, PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181.50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04' 34" WEST 31.20 FEET; THENCE SOUTH 0 DEGREES 55 ' 16" EAST 118. 65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800. 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96.,30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE deCONCAZE SOUTHEASTERLY AND HAVING A RADIUS OF 800. 00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59'29" AN ARC LENGTH OF 181.39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 ' 22" WEST. 05/16/91 EXHIBIT A-1 3607u/2460/000 Page 1 of 1 EXHIBIT A-2 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, AND PORTIONS OF LAKE AVENUE AND PARK STREET AS SHOWN ON THE MAP TRACT NO. 13569, RECORDED IN BOOK 652, PAGES 28 THROUGH 33, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70. 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569; THENCE SOUTH 00 DEGREES 19' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE T.0 THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569; THENCE NORTH 89 DEGREES 40' 54" WEST 237 . 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 ' 06" EAST 155. 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38'23" EAST 68.48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40' 54" EAST 192 .48 FEET TO THE POINT OF BEGINNING. 05/16/91 EXHIBIT A-2 3607u/2460/000 Page 1 of 1 EXHIBIT B APPRAISAL MARK W. LINNES MEMBER AMERICAN INSTITUTE OF REAL ESTATE APPRAISERS 9919 SOLEJAR DRIVE WHITTIER, CALIFORNIA 90603 (2 1 3) 691-6455 October 25 , 1989 Mr. Dan Brennan Real Property Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Real Estate Appraisal A. P . #023-040-7 & 8 ; 110-200-30 Dear. Mr. Brennan: As requested by Mr. Paul Larkin, Real Property Analyst , I have completed a valuation study for the above properties . Based on my investigations and studies , the fair market value of the properties sought, as of October 25 , 1989 , is•: APN %023-040-7 & 8 : $671 , 000 APN #110-200-30 : $245 , 000 On the following pages will be found a summary of the facts developed, and analysis and conclusions , which are the basis of the opinions expressed. Also included are the Certification and the Contingent and Limiting Conditions of this report. In my files are retained a report copy, worksheets , field notes , maps and other data upon which my conclusions are partially based. Thank you for this opportunity to provide appraisal services . Respectfully submitt �t • ✓ C. ZI/. r�- Mark W. Linnes , MAI MWL: rk 05/16/91 EXHIBIT B 3607u/2460/000 Page 1 of 1 EXHIBIT C PROMISSORY NOTE $426, 000 Huntington Beach, California FOR VALUE RECEIVED, the undersigned ( "Maker" ) promises to pay to PACIFIC COAST HOMES, a California corporation ( "Holder" ) at 2120 Main Street, Suite 260, Huntington Beach, California 92648, or at such other address as Holder may direct from time to time in writing the sum of Four Hundred Twenty-Six Thousand Dollars ($426, 000) (the "Note Amount" ) together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. 1. Interest Rate. Simple interest shall accrue on the Note Amount at the rate of Ten percent (10%) per annum. 2 . Payment Amount. The amount of each payment pursuant to this Promissory Note shall be equal to seventy-five percent (75%) of the prior fiscal year' s allocation to the Maker of ad valorem property taxes resulting from the increase in assessed valuation over the assessed valuation in the last fiscal year prior to the effective date of the redevelopment plan, which tax revenues are allocated and paid to the Maker pursuant to California Health and Safety Code Section 33670(b) from the Yorktown/Lake Redevelopment Area in accordance with the redevelopment plan for such redevelopment area (the "Tax Increment" ) . The sum that the Maker is required to set aside for the purpose of low- and moderate-income housing pursuant to California Health and Safety Code Section 33334.2 or a successor statute shall not be included as Tax Increment for purposes of determining the payments pursuant to this Paragraph 2. 3 . Time of Payments. The Maker shall make payments in the amount set forth in Paragraph 2 herein on or before August 1 of each year during the term of this Promissory Note, beginning August 1, 1991. 4. Maturity Date. The balance of all unpaid principal and accrued interest shall be finally due and payable on August 1, 1999, if not paid sooner. 05/16/91 EXHIBIT C 3607u/2460/000 Page 1 of 3 5. Security for Note. This Promissory Note shall be secured by a first deed of trust encumbering the PCH Parcel (the "Deed of Trust" ) , executed by Maker as Trustor in favor of Holder as Trustee. 6. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at a rate of ten percent ( 10%) per annum, at any time prior to the due date of the Note Amount. 7. Application of Payments. Each payment hereunder shall be credited first upon interest then accrued and the remainder, if any, upon principal. Interest shall cease to accrue upon principal so credited. 8. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Promissory Note without necessity of obtaining the consent of the Maker. 9. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder' s sole discretion. 10. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Promissory Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. 11. Non-Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 05/16/91 EXHIBIT C 3607u/2460/000 Page 2 of 3 ' fr, 12 . Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Dated: By: Agency Chairman Dated: By: Agency Executive Director "MAKER" ATTEST: Agency Secretary APPROVED AS TO FORM: City Attorney Stradling, Yocca, Carlson & Rauth Agency Special Counsel 05/16/91 EXHIBIT C 3607u/2460/000 Page 3 of 3 Order No. Escrow No, .. EXHIBIT D • Loan No. DEED OF TRUST SO WHEN RECORDED MAIL TO: SPACE ABOVE THIS LINE FOR RECORDER'S USE CORPORATION DEED OF TRUST WITH ASSIGNMENT OF RENTS This DEED OF TRUST, made , between herein called TRUSTOR, whose address is • (Number and Street) iCity) (State) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the - ' County of , State of California, described as; Together with the rents,Issues and profits thereof, svbloct,however,to the right, power end authority hereinetter givers to end conferred upon Beneficiary to collect and apply such rents, Issues and profits. For the Purpose of Securing (1)payment of the sum of $ with interest thereon according to the terms of a promissory note or • notes of even dote herewith made by Truster, payable to order of Beneficiary, end extensions or renewsis thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3)Payment of additional sums end interest thereon which may hereafter be loaned to Trustor, or hie successors or assigns,when evidenced by a promissory note or notes reciting that thoy are secured by this Deed of Trust. To protect the security of this Deed of Trust, end with respect to the properly above dosrrihed. Trustor expressly makes each and ell of the agreements, and adopts and agrees to perform and be bound by each end all of the terms end provisions set forth in subdivision A, and it is mutually agreed that each end all of the terms and provisions set forth in subdivision B of the fictitious deed of trust rocorded in Orange County August 17, 1964, and in all other counties August 18, 1964. in the book and et the page of Of icio( Records in the office of the county recorder of the county where said property is located, noted below opposite the name 4f such county, nemoly: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY 500K PADS COUNTY BOOK PAOE Alameda 1218 $36 Kings 858 713 Piecer 1028 379 Sierra 38 187 Alpine 3 13041 Lake 437 110 Mum 166 1307 Slskiyou 506 762 Amster 133 438 Lessen 192 367 Riverside 3778 347 Solana 1287 621 Butte 1330 513 Los Angels; 1.3878 874 Sacramento 5039 124 Sonoma 2067 427 Cel 115 338 Madera 911 136 fan Benito 300 405 Stenisleu.a 1970 56 Coluse 333 391 Markt 1849 121 San Bernardino 6213 768 Sutler 655 585 Contra Coats 4684 1 Mariposa 90 453 fin Francisco A-804 596 Tehema 457 183 Del Norte 101 549 Mandoline 667 99 San Joaquin 2855 283 Trinity 108 595 El bored* 704 633 Merged 1660 753 Son Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Mode; 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbera 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 'foie 769 16 Imperial -1189 701 Nape 704 742 Sento Cruz 1638 607 Yuba 398 693 tnye 163 672 Neveda 363 94 Shasta 800 633 Kern 3756 690 0rsn84 7162 13 San Diego SERIES S Book 1464,Page 149774 shall Inure to end bind the parties hereto,with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and 8, (Identical in all counties, and printed on the reverse side hereof)are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for ell purposes et fully as If set forth at length heroin, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Truster, requests that a copy of any notice of default and any notice of sole hereunder be mailed to him at his address hereinbofors set forth, I Signature of T uatar STATE OF CALIFORNIA lea. COUNTY OF____.... I ..-. ---.-_.. — -- - --- OIL.-- _ before me, •the undersigned,a Notary Rubiic In and for said State,personally appear- —• •- "--` ed_ _ - • . ._ - — —•..... -- . ....-- personally known to me(or proved to me on the basis of satisfactory _—__ _, _ •_ —__ ____ evidence)to be the persons who executed the within Instrument as _President and _ -. Secretary, on behalf of the corporation therein named,and acknowledged tome that ouch cor- poration executed the within Instrument pursuant to its by-laws or a resolution of its board of dlrectora. WITNESS my hand and official seal. l (this urea for olB tut notarial seal) Signature_.._ . . - _ .. _ 1285(8/82) 05/16/91 • EXHIBIT D .. . ' 3607u/2460/000 Page 1 of 2 EXHIBIT U £0'd 1U101 DEED OR TRUST _ . The following Is copy of Subdivisions A and B of the tious Deed of Trust recorded In each county in Californl s stated In the foregoing Deed of Trust and In- corporates!by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust,Trustor agrees; II) To keep sold property In good condition and repair; not to remove or demolish any building thereon;to complete or restore promptly and in good and workrneniikemanner any building which they be constructed,domeged or destroyed thereon end to pay when due ell claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon;not to commit or permit waste thereof;not tocOmmit,suffer or permit any act upon said property In violation of law;to cultivate.irrigate festlttr.,f„-rig.+f,prune in ee ail other ostsrrhit h ftum lila Uhattataat us use ui sufu iliuperty fray De realbltibly necessary,the specific enumerations herein not excluding the general. (2) Tn prnvltle, maintain and deliver to Beneficiary fire insurance Satisfactory to and With loll payable to Beneficiary.The amount collected under any fire or other Insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and In such order es Beneficiary may determine,or at option of Bene- ficiary the entire amount so collected or any pert thereof may be released to Truster.Such application or release shall not cure or waive any default or notice of default hereunder Or invalidate any act done pursuant to such notice. (3) To appear In and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;end to pay all costs end expenses, including cost of evidence of title and attarney's fees in a reasonable sum, in any Such action or proceeding in which Beneficiary or Trustee may appear,.and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency ell taxes end assessments effecting said property, including assessments on appurtenant water stock;when due,all encumbrances,charges end liens, with interest,on said property or any part thereof,which appear to be prior or superior hereto;all costs,fees and expanses Of this Trust, • Should Trustor fall to make any payment or to do any act as herein provided,then Beneficiary or Trustee,but without obligation so to do and without notice to Or demand upon Trustor anti without releasing Truster from any obligation hereof,may:make or do the same in such manner and to such extent es either may duem necessary to protect the security hereof,Beneficiary or Trustee being authorised to enter upon Seld property for such purpose■;appear in end defend any action or pro- ceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;pay,purchase,contest or compromise any incumbrence,charge or Ilan which in the Judgment of either appears to be prior or superior hereto;and,In exeraiaing any such powers,pay necessary expenses,employ counsel end pay his reason- able fees. (6) To pay Immediately and without demand all sums so expanded by Beneficiary or Trustee,with interest from date of expenditure et the amount allowed by law In effect et the dale hereof, end to pay for any statement provided for by law In effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed; (I) That any award of damages In connection with any condemnation for public use of or injury to geld property or any part thereof Is hereby assigned end shall be paid to Beneficiary who may apply or release such moneys received by Min in the same manner and with the same effect as above provided for disposition of proceeds of fire or other Insurance. (21 That by accepting payment of any sum secured hereby after its due date,Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured Or to declare default for failure so to pay. (3) That at any time or from time to time,without liability therefor end without notice,upon written request of Beneficiary end presentation of this Deed and said note for endorsement.and without effmting th?personal liability of any parson for payment of the iridablednesa secured hereby,Trustee may: reconvey Any port of said property;consent to the making of any map or plat thereof;loin In granting any easement thereon;on join In any extension agreement or any agreement subordinating the lien ar charge hereof. (4) That upon written request of beneficiary stating that all sums secured hereby have been paid,end upon surrender of this Deed and sold note to Trustee for cancellation end retention or other disposition os Trustee In its sole discretion may choose and upon payment of Its fees,Trustee shell reconvey,without warranty, the property than held hereunder,The recitals In such reconveyence of any matters or facts shall be conclusive proof of the truthfulness thereof,The Grantee in such reconveyance may be described at"the person or persons legally entitled thereto," (6) That as additional security,Trustor hereby gives to end confers upon Beneficiary the right,power and authority,during the continuance of these Trusts. to collect the rents,Issues and profits of said property,reserving unto Trustor the right,prior to any default by Trustor in payment of any Indebtedness secured hereby or in performance of any agreement hereunder,to collect and retain such rents.issues and prrune+ee they become dui end payable.Upon any such tieiimit,Beneficiary may at any time without holm. either In parson,by agent,or by a receiver to be appointed by a court,and without regard to the adequacy of any security for the in. debtedness hereby secured,enter upon and take possession of said property or any part thereof,in his own name sue for or otherwise collect such rents,issues,and prof- Its,includIng those past due end unpaid,end apptyythe same,less costs and expenses of operation and collection,including reasonable attorney's fees,upon any Indebted• nese secured hereby, end In such order as Beneficiary may determine.The entering upon end taking possession of said property,the collection of such rents.Issues and profits and the application thereof as aforesaid,stall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (e) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder,Beneficiary may declare all sums secured hereby immediately due end payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property,which notice Trustee shall cause to be filed for record.Beneficiary also shell deposit with Trustee this Deed,said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default,and notice of sale having been given es then re- (wired by law,Trustee,without demand on Trustor,shell sell said property at the time and place fixed by it In said notice of sale,either as a whole or 1n separate par- cels,end in such order es It may determine,at public auction to the highest bidder for cash in lawful money of the United States,payable at time of sole.Trustee may postpone seta of all or any portion of said property by public announcement at such time and place of sale,end from time to time thereafter may postpone Such sale by public announcement at the time fixed by the preceding postponement.Trustee shall deliver to such purchaser its deed conveying the property so sold,but with- out any covenant or warranty,express or implied.The recitals In such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.Any parson, Including Trustor,Trustee,or Beneficiary as hereinafter defined,may purchase at such sale. After deducting all costs,fees end expenses of Trustee end of this Trust,including cost of evidence of title In connection with sale,Trustee shall apply the pro- ceeds of sale to payment oft all sums expended under the terms hereof,not then repaid,with accrued interest at the amount allowed by lain In effect at the date hereof; all other sums then secured hereby;and the remainder,If any,'to the person or persona legally entitled thereto. (7) Beneficlary;or any successor In ownership of any indebtedness secured hereby,may from time to time,by Instrument In writing,substitute a.wccessor or successors to any Trustee named herein or acting hereunder.which Instrument.executed by the Beneficiary end duly acknowledged end recorded in the office of the recorder of the county or counties where said property Is situated,shall be conclusive proof of proper substitution of such successor Trustee or Trustees,who shell, without conveyance from the Trustee predecessor,succeed to all its title,estate,rights,powers and dutlut.Said Instrument must contain the neme of the original Trustor, Trustee and Beneficiary hereunder,the book end page where this Deed Is recorded and the name and address of the new Trustee. (8) That this Deed epplios to, Inures to the benefit of,and binds ell parties hereto,their heirs,legatees,devisees,administrators,executors,successors and as' signs.The term Beneficiary shall mean the owner and holder,Including pledgees,of the note secured hereby,whether or not named es Beneficiary herein.In this Deed, whenever the context so requires,the masculine gender Includes the feminine and/or neuter,and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed,duly executed'and acknowledged,is made a public record ea provided by law.Trustee is not obligated to notify any party hereto of pending sere under any other Deed of Trust or of any action or proceeding In which Trustor,Beneficiary or Trustee shall be a party unless brought by Trustee, DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE: The undersigned is the legal owner and holder of the note or notes,and of all other indebtedness secured by the foregoing Deed of Trust.Said note or notes,to gather with ell other Indebtedness secured by said Deed of Trust,have been hilly paid and stultified;and you are hereby requested and directed,on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned,and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust,and to reconvey,without warranty,to the parties designated by the terms of said Dead of Trust,all the estate nbw held by you under tree same. Dated , • Please moll Deed of Trust, Note and iseconveyenoe to Des not lure or des►ro,'/his Deed of Tnrsr-OR THE NOTE which It secures.Both nusri be delivered to the Trustee for cancellation-before►econveQanf;e will be made, W . U14� C u u. >. a— Q a . •� ro c w a) rp N . E ✓� a Y �-. v IOU ,— dr 1 W § r • p5/P91 EXHIBIT 1hn7„/7G.hn/nnn 0 EXHIBIT E-1 QUITCLAIM DEED (Agency Parcel) RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) PACIFIC COAST HOMES ) 2120 Main Street, Suite 260) Huntington Beach, CA 92648 ) Attn: Legal Counsel ) ) MAIL TAX STATEMENTS TO: ) PACIFIC COAST HOMES ) Post Office Box 7611 ) San Francisco, CA 94120 ) Attn: Manager-Property Tax) DOCUMENTARY TRANSFER TAX: $ Signature of declarant or agent determining tax FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( "Grantor" ) , hereby remises, releases and forever quitclaims to PACIFIC COAST HOMES, a California corporation ( "Grantee" ) , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof, and hereinafter referred to as the "Property" : SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent. (b) Easements, liens, charges, covenants, restrictions, reservations and other matters of record, encumbrances, and any and all amendments, modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California. (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. 05/16/91 EXHIBIT E-1 3607u/2460/000 Page 1 of 2 i� 41110 By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor' s successors and assigns, from any and all liability on account of the condition of the Property. IN WITNESS WHEREOF, Grantor has executed the instrument this day of , 1991. GRANTOR: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Agency Chairman By: Agency Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: City Attorney Stradling, Yocca, Carlson & Rauth Agency Special Counsel 05/16/91 EXHIBIT E-1 3607u/2460/000 Page 2 of 2 41111 11. ATTACHMENT NO. 1 LEGAL DESCRIPTION (Agency Parcel) THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 6 SOUTH, RANGE 11 WEST, S.B.B. & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17 '20" EAST 103 .92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37 .00 FEET; THENCE SOUTH 20 DEGREES 00' 43" WEST 46. 80 FEET; THENCE SOUTH 88 DEGREES 17' 35" WEST 7.00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 ' FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28, 1971 IN BOOK 9943, PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181.50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04' 34" WEST 31.20 FEET; THENCE SOUTH 0 DEGREES 55 ' 16" EAST 118. 65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96.30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59 '29" AN ARC LENGTH OF 181. 39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 ' 22" WEST. 05/16/91 ATTACHMENT NO. 1 3607u/2460/000 Page 1 of 1 4100M - STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 1991, before me, the undersigned, a Notary Public in and for said State, personally appeared before me and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and on behalf of the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic and acknowledged to me that such public body executed the within instrument pursuant to a resolution of such public body. WITNESS my hand and official seal . Notary Public (SEAL) 05/16/91 3607u/2460/000 41011 410 EXHIBIT E-2 QUITCLAIM DEED (PCH Parcel) RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Attorney ) MAIL TAX STATEMENTS TO: ) Redevelopment Agency of the ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Attorney ) DOCUMENTARY TRANSFER TAX: $ Signature of declarant or agent determining tax FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, PACIFIC COAST HOMES, a California corporation ( "Grantor" ) , hereby remises, releases and forever quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( "Grantee" ) , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof, and hereinafter referred to as the "Property" : SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent. (b) Easements, liens, charges, covenants, restrictions, reservations and other matters of record, encumbrances, and any and all amendments, modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California. 05/16/91 EXHIBIT E-2 3607u/2460/000 Page 1 of 3 (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. EXCEPTING all oil, gas and other hydrocarbons, geothermal resources, and all other minerals, whether similar to those herein specified or not, within or that may be produced from said Property. FURTHER EXCEPTING AND RESERVING the sole and exclusive right from time to time to drill and maintain wells or other works on or through said Property and the adjoining streets, roads and highways below a depth of 500 feet and to produce, inject, store and remove from and through such wells or works, oil, gas, water and other substances of whatever nature, including the right to perform below said depth and any and all operations deemed necessary or convenient for the exercise of such rights. The rights hereinabove excepted and reserved do not include and do not except or reserve any right to use the surface of the Property or the first 500 feet below the surface of the Property or to conduct any operations thereon or therein. Unless hereinafter specifically excepted and reserved, all rights and interests in the surface of the Property are hereby conveyed to Grantee. FURTHER EXCEPTING AND RESERVING to Grantor, its successors and assigns, any and all water rights or interests therein, together with the right to grant and transfer all or a portion of the same, no matter how acquired by Grantor, and owned or used by Grantor in connection with or with respect to the Property, together with the right and power to explore, drill, redrill, remove and store the same from the Property or to divert or otherwise utilize such water, rights or interest on any other property, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual; but without, however, any right to enter upon the surface of the Property in the exercise of such rights or upon the upper thirty (30) feet of the subsurface of the Property, and also without any rights to enter upon the subsurface thereunder in such manner as to materially impair the support or stability of any structures or improvements from time to time located on the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor' s successors and assigns, from any and all liability on account of the condition of the Property. 05/16/91 EXHIBIT E-2 3607u/2460/000 Page 2 of 3 , IN WITNESS WHEREOF, Grantor has executed the instrument this day of , 1991. GRANTOR: PACIFIC COAST HOMES, a California corporation By: Its: By: Its: 05/16/91 EXHIBIT E-2 3607u/2460/000 Page 3 of 3 i ' ' O. 410/1 ATTACHMENT NO. 1 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70. 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569; THENCE SOUTH 00 DEGREES 19' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569; THENCE NORTH 89 DEGREES 40' 54" WEST 237. 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 ' 06" EAST 155 . 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38'23" EAST 68. 48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40' 54" EAST 192 .48 FEET TO THE POINT OF BEGINNING. 05/16/91 ATTACHMENT NO. 1 3607u/2460/000 Page 1 of 1 41010 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 1991, before me, the undersigned, a Notary Public in and for said State, personally appeared before me and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and on behalf of Pacific Coast Homes, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal. Notary Public (SEAL) 05/16/91 3607u/2460/000 ' 1 EXHIBIT F SOIL INVESTIGATION REPORT • Ja 1 CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH •To Robert Franz From Raymond C. Pi r Deputy City Administrator Fire Chief 7 Subject MILEY-KECK #28 OIL WELL Date December 19, 1990 CIVIC CENTER PARKING LOT • On this date, Fire Department personnel monitored the area. of the Miley-Keck #28 oil well for methane gas. A total of five (5) surface and•shallow subsurface borings were performed. The results of all five (5) tests indicated no traces of methane gas. It should be noted that this well is not abandoned to the current State Division of Oil and Gas standards. However, due to the fact that the area has no structure and is an open parking lot we feel comfortable with the oil well status at this time. RCP/sr 0921f • • 05/16/91 EXHIBIT F 3607u/2460/000 Page 1 of 1 3400 1111 EXHIBIT G-1 QUITCLAIM (Agency Parcel) RECORDED AT REQUEST OF, ) AND WHEN RECORDED SEND TO: ) PCH CORPORATION ) 2120 Main Street, Suite 260 ) Huntington Beach, CA 92648 ) Attention: Legal Counsel ) FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, PACIFIC COAST HOMES, a California corporation, does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, all right, title and interest in that certain property described on Attachment No. 1 attached hereto and incorporated herein. EXECUTED this day of , 1991. PACIFIC COAST HOMES, a California corporation By: Its: By: Its: 05/16/91 EXHIBIT G 3607u/2460/000 Page 1 of 1 z ' 010 1111 ATTACHMENT NO. 1 LEGAL DESCRIPTION (Agency Parcel) THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 6 SOUTH, RANGE 11 WEST, S.B.B. & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17 '20" EAST 103 . 92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37. 00 FEET; THENCE SOUTH 20 DEGREES 00' 43" WEST 46.80 FEET; THENCE SOUTH 88 DEGREES 17 ' 35" WEST 7.00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28, 1971 IN BOOK 9943, PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181 . 50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04' 34" WEST 31.20 FEET; THENCE SOUTH 0 DEGREES 55' 16" EAST 118. 65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800. 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96.30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 800. 00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59' 29" AN ARC LENGTH OF 181.39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 '22" WEST. 05/16/91 ATTACHMENT NO. 1 3607u/2460/000 Page 1 of 1 11 3. 4/0 4111 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 1991, before me, the undersigned, a Notary Public in and for said State, personally appeared before me and , personally knbwn to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and on behalf of Pacific Coast Homes, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal . Notary Public (SEAL) 05/16/91 3607u/2460/000 4400 4111 EXHIBIT G-2 QUITCLAIM (PCH Parcel) RECORDED AT REQUEST OF, ) AND WHEN RECORDED SEND TO: ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attention: City Attorney ) FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to PACIFIC COAST HOMES, a California corporation, all right, title and interest in that certain property described on Attachment No. 1 attached hereto and incorporated herein. EXECUTED this day of , 1991. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Agency Chairman By: - Agency Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM: City Attorney Stradling, Yocca, Carlson & Rauth Agency Special Counsel 05/16/91 EXHIBIT G-2 3607u/2460/000 Page 1 of 1 x1111. 4111 ATTACHMENT NO. 1 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, AND PORTIONS OF LAKE AVENUE AND PARK STREET AS SHOWN ON THE MAP TRACT NO. 13569, RECORDED IN BOOK 652, PAGES 28 THROUGH 33, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70. 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569; THENCE SOUTH 00 DEGREES 19' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569; THENCE NORTH 89 DEGREES 40' 54" WEST 237 . 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 ' 06" EAST 155 . 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38' 23" EAST 68.48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40' 54" EAST 192 . 48 FEET TO THE POINT OF BEGINNING. 05/16/91 ATTACHMENT NO. 1 3607u/2460/000 Page 1 of 1 4110 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On , 1991., before me, the undersigned, a Notary Public in and for said State, personally appeared before me and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, and acknowledged to me that such public body executed the within instrument pursuant to a resolution of such public body. WITNESS my hand and official seal. Notary Public (SEAL) 05/16/91 3607u/2460/000 n A ru. lm.,e Pp'•i"'•'? r _ ,�f- 4 T.. k a ,.r+a c - ,v J ''' f „ i Y ;• : Jo �.. ,• S,• . AP /023- -J4Ca portion• T .-. :i C�191-600850 - :� ::� ._ I • • QUITCLAIM DEED - • RECORDING REQUESTED BY AND ) 1 tifim ; � ^-s • WHEN RECORDED MAIL TO: ) Recorded at the request of 0` i :�" •• ,, • Redevelopment Agency of the ) STAMERICANTITLEINS•C0. r J` City of Huntington Beach ) Ade' { ., '' `� 2000 Main Street ) 4.00 • PODS 11 1 ' Huntington Beach, CA 92648 ) KM. AM 11991 Lion NI II ! / • • . ,N Att n: C2 ty cieRK ) Otf cia:Records •f •V • +_ ) Orange County,Californ 0 d MAIL TAX STATEMENTS TO: ) 4 a.y „d,£RaCordef '�kwer 6�i LI • • • Redevelopment Agency of the ) , , • City of Huntington Beach ) poop4 • • „ 2000 Main Street ) 8MF $ j r• Huntington Beach, CA 92648 ) DE-1 1 Attn: City ) ' • • ro Tax•FxenlptGovornment Agency [DOCUMENTARY TRANSFER TAX: $. �' 1• ' CITY OF HUNTING TON BF,ACH '� • ' Con»IO niUChWCy,CMC rr31 - City CNrk ' ,• Signature of declarant or agent • ` r �; « �} c�clt�' determining tax •Wet?City Clark .. • • •• , r FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH 1S / i1 A • HEPEBY ACKNOWLEDGED, PACIFIC COAST HOMES, a California (i j i4 corporation ("Grantor`), hereby remises, releases and forever / r_ /I quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF !1_ ti •�"' '' • %i HUNTINGTON BEACH. a public body corporate and politic y fi . ' �.. . •• ("Grantee"), the real property in the City of Huntington Beach, ..'+ County of urenge, State of California, described in Attachment fy - •• No. 1 attached hereto and hereby made a part hereof, and ' i•' ,:. • - t:,, hereinafter referred to as the •Pronerty': I., SUBJECT TO: . ; (a) All general and special real taxes and assessments, - 1, not delinquent. pa • • • ,, (b) Easements, liens, charges, covenants, restrictions, i reservations and other matters of record, encumbrances, and any and all amendments, modifications and/or supplements thereto . recorded in the Office of the County Recorder, Orange County, i r; California. d This document is solely for the 1 t official buninees of the City of Huntttoton Iton741, na oonto0- n]ntn1 f•n•'n- ,-;:•c' . Co110 - .luo. 1i10S and ohould be r000rdo0 " :. rroe of ohnrro. _ \\)W • rilr T170....1eL.M04 _....- • • ; ?, . ,... ,77 . • •• • .4 . .z.c.i,„ • . .: . , , . . . . / I .44„,,,.) ., , .,. . . . . ,. , • , _ • , . . . .. .AlALDEN & SKETCH TO ACCOMPANY ; SSOCIATES A 16-6AL ' /PT/QA/ . • CIVIL MIM2LI•R—IUNN2Rt—LAND SURVEYORS '//f 4/ IS: `.41.•''IM ' 110I2 COWAN,fUITR 211,IRVW[.CA 12711 M•O.Ne, U9/p-2aZ--/ 01b �t;,.��.rr�.{.�t�r`I`. _ 711/ib011e IAXr MO-0111 _ t,,,_EL cm....& _ aaell. .of _ �J,• �m -R !r ,,r. _._. .. ,• . i:;;::2ri:'ockrorara', .•rltto: -7��j•44 ,- . , • l' i .. r r-.-0�. 1 •i r..-:-,..r1 r r. ., y ,'_ .., ' `�'• ' ' , } .e ..j ••�•.I �'' i• ,.`N `• . ''' S W `- 'f i y 1 a i T,� .dv;4741�o Y-'t e..l�',r.• ti r 'IK1l,r,:t „.. .2.:?;i�t. N :*• ..I+,i } .r•1 • •iii—z .f ?.f r y �` •r. 1 ca 'f.,.1�."vs•':• A ..*• - ,,. ,•, ti `•••-p:• %.• 8 Y "�' 1 .. ' 7" r t 1�_ w....._ AP SI'3-041-04(a portion - , r 91-600850 • ;* QL! TCI_AIM DEED • • •yti - -1 '' RPCORO11W itEQUP_9T1.0 BY AND ) - ,lc. Q. itHQN kECOitUYU MA I t. TO: ) . by . I Dike 1 /"'a,, ft1:Iy;Bret�1 w r M)W + r� U kirdev•rIup,nu.rt Alvnoy tat tha ) IMOw`•tt;Ivt;AN tit"U\XCQ' 14�(MI 1 t C1ty of Hunt tnoon n1•a.h ) w ' 'rrt, 1 2000 Main Street ) 4•QJ ,Pgali o I.•,. +' Huntington Beach, CA 92648 ) 1'•f`l. NOV- 11991 ::.nen'� II 1. •••,.,_ . . ' M x+ G Attn: CityCleRK. ) • Off,Ciu!Rotor Of :.,:. ' el, Orange County,Cahfurni t MAIL TAX STATEMENTS TO: ) Other 4 �� ; :.`' Net . o (2.`,3.Q.1d/kecci Ce 1 Total Y• "- Redevelopment Agency of the ) i,T A II 7S City • of Huntington Beach ) PCORi . 2000 Main Stre1:L ) $MF I) ... :iI Huntington Beach, CA 92648 ) RDE•1 i ` A!' •• Attn: City ) is DOCUMENTARY TRANSFER TAX: $ r Tax•Exempt•Govenunent Agency �1 CITY Or HU'.QTR:1;Tr:ii BEACH r Con,...)A.x6:•.cy,CMC I e� Cl:y Clerk 1 7 l u)i Li .gteofrant or agent ' 1 it ; T.' • e 1 CITY OF HUNTINGTON BEACH ' ' • i`. 4 I IP 2000 MAIN STREET �' CALIFORNiA 9?648 =It ` OFFICE OF THE CITY CLERK f _1, DEED AUTHORIZATION « 1 ,k. his is to certlf•• that the Interest In real property conveyed by the deed • feted Sept. 9, 1991 from Pacific Coast Homes• the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a - vernmental agency, Is hereby accepted by the undersigned officer or agent on behalf of Z _ 1 +`Rgency pursuant to authority conferred by Resolution No. 125 of the Agency adopted by i its governing body on 9/19/85 and the grantee consents to recordation thereof ., .•;1 . y its duly authorized officer. ` . ' -• - , •• :1 aced: October 11, 1991 REDEVELOPMENT AGENCY OF THE CITY • OF HUNTINGTON BEACH ` 4 __Conni€Brsckw .___ _ • • '4 Clerk i Nc BY al:)_, ct. -;_. , I IN & 1 C1 It' -.h-t.«.sue; __ i . - . •. / / '' '<(t) ALDEN & SKETCH 70ACC'OMP<1NY SSOCIATFS A LE13AL /— 'SC1-'?/PT/CV CIVIL INOINIIRI—►UNN:R!—LAND IUR VIYOR6 / - - • 11013 COWAN,SUIT!)10•IRVINI,CA 13711 wake, e2?//- 2'.?:/ D.1. r,/l{91 ' • 111/6600110 VAX;160.0111 /e07, Pe cnk. .2,te. _ ah.•t of_IL_ ' "�, • • to �. : • . a. t . , ,(.. a•• t Y , , x. "'�. ct 3 '1,r r t' y".0 P,1 ',• 1t,: y t•:;, 4 '• >!.•x .••" a•'• :5.. to d • ;,�4.V. .. .t' ;Y :co.':1.,- 4f ♦ Yy am!, 1 ,r.ntyFlt u•••r- ♦ +,�,,,��{� ff.r'r,... i. , ' �.t ° 1 •• t•,.. • •t. a ''' r, • %•' 1 • t x,I -1.1' • _--V. (C) Matters that ran be ascertained by a reasoi:able -..4 ,;.•,1 ., ______________________ inspection and/or servey of the Property. 4." EXCEPTTNG all 11l, gar: and other '•ertrocarbons, geothermal • ' •' It :- • resources, and all cther minerals, whether similar to th.,se ' �'"• Ei herein specified or' nut, within or that may be produced from M said Property. • •_ ,..•� FURTHER EXCEPTING AND RESERVING the sole and exclusives 1 * i right from time to time to drill and maintain wells or other +.I {;- works on or through said Property and the adjoining streets, J . •j : roads and highways below a depth of 500 feet and to produce, '"' inject, store and remove from and through such wells or works, .t, oil, gas, water and other substances of whatever nature, 1I } I 4':, •- including the right to perform below said depth and any and all ` ' operations deemed necessary or convenient for the exercise of >' such rights. , 1111 The rights hereinabove excepted and reserved do rot include .1 and do not except or reserve any :ight to use the surface of '� 11 1. the Property or the first 500 feet below the surface of the " " Property or to conduci any operations thereon or therein. �i Unless hereinafter specifically excepted and reserved, all { 'i rights and interests in the surface of the Property are hereby t '�! • , • ,, ^,•1 1 conveyed to Grantee. i, i FURTHER EXCEPTING AND RE,3EkVING to Grantor, its successors ••t • •, and assigns, any and all water rights or interests therein, • ,v • together with the right to grant and transfer all or a portion a _ • +. of the same, no matte[ how acquired by Grantor, a,id owned or 1i „j; used by Grantor in connection with or with respect to the ' ,.� v,fi Property, together with the right and power to explore, drill, ' •.` redrill, remove and store the same from the Property or to e divert or otherwise utilize such water, rights or interest on '+ ' .ft, 4_; any other property, whether such water rights shall be +' ? ` t riparian, overlying, appropriative, littoral. percolating, !ice ;' prescriptive, adjudicated, statutory 'or contractual; but ,- without, however, any right to enter upon the surface of the Property in the exercise of such rights or upon the upper - thirty (30) feet of the subsurface of the Property, and also without any rights to enter upon the subsurface thereunder in � , such manner as to materiallyImpair p the support or stability of any structures or improvements from time to time locatod on the '_'__ • Property. ` By acceptance and recordation of this Quitclaim Deed. .• Grantee covenants, for itself, its successors and assigns as ' the owners Cf the Property, that the Property is acquired by y!' LI Grantee "AS-IS" without any representations or warranties ! whatsoever, express or implied, and hereby releases Grantor and .. . ' Grantor's successors and assigns, from any and all liability on account of the condition of the Property. 08/01/91 r 6670u/2460/049 -2- j `•`!,. ' •v' , �- --vz ..• / i .. .4?4:r4C.2 • • V*LDEN & ASKETCH TO.a�'Cv^/�P�1Nv.T ' SSOCIATES / CIrIL LMOIN[L><f-maxims^LAND SURVEYORS O4lQ.gJz-�. Opt• 2{ /Q! ' - _ 11017 COWAN.MU 710•IRYIN4 CA t7714 V10•No. Rhos, �. ' • 114/4604110►AX:1404411 Intr.��.• CAM. -.�•— ,. • 1 ', I.i . ,C • • t ..i •,; v��•, ., F,.S 7 7.;"`. :I• 'c . , r ." , ,r• - —Ai ``...: .1,g.•. .Y •,, -::'r ":+.... 4»'n1 1• ``•'i:. .. - •..- :'►'r.•4. I,.t. .r•a .i->`v c.j. •, Ili )3TNCSS WHEREOF Grantor has executed the instrument ii • 1'' .Y ♦...t;, r=.y this -9_ day of Se?;•t`• -., 1991. :: ' ' CRA.NTOP; ; • .; PACIFIC COAST OMES, a California '- '- corpor io ' �, Its: n...d� ��� • • st- • i' Ite: •rurftr fl ' 1 1..I ' . . A. . . .OWLRDOMBNT No r�\c\�\\ \� \ \\\ \\ \\ 1.• : Stara of C - "' (CAPACITY CLAIMED BY SIGNER / _� 01 INDIVIDUAI(5) I County of a /- QtORPORATE VI Ca_Pr�.S'_ '�� "`, On . t 9, ff/ before me, 5.L. (]Olvr brow 5k1 OFFICER(SI AAf�• S�GyU ��, 1 , .� 1� ems 4.M(TIRt 1crR Lo•,a1w19a.No1.4YP1,as• PARrNERIS) TITLLISI T / 1`11 • -,.{:• D •y- ) '.' J personally appeared Samt•5 W W. III.1'1 son an Of T.1' Copt.z D ATTORNEY•IN r ACT • t. -,.1'' 6-wit*of 54YN 4161 0 TRUSTEE(S) /) .Y-_i. ;:.•, t/ al personaly known to me-OH•0 proved to me on the basis ut satisfactory evidence to be the person(s) whose name(s) is1�g7 0 SUBSCRIBING WITNESS S"'. :'., I 0 GUARDIAN:CONSERVATOR V : ', subscribed to the within instrument and AC- 4 r' knowl ed to me that he/sh / e xecuted 0 OTHER. -_ f; '7IM • / the same in his/her/t authorizea 4 . ? - d, // capacity(ies), and that by his/he n / )' -(•••• � ;' r,.+-_ signature(s)on the instrument the persons, -- / • •`-"t_• or the e ntity u po n beh aft ot which the pe rson(s) SIGNER IS REPRESENTING: / -'t • L '� ' acted,rxecuted the Instrument. NAVE IK aRSOIy SI old FNTITY•IE 51 1 MEcCalEorta Pa_y.Fic,_LOaSI flon„es I 1 . „,: . , '... OrW.oe Ca��trv� Witness my hand and official seal. y . •L f "',f September 13. 1993 J. _ / z•. Y e . • / —J SKINAT URF Or NOTARY — V I 1 / ATTENTION NOTARY:Although the mbrm coo r•dueao d Wow 1a OPTIONAL.R could p•Y.n1 Ilsudulent attachment o1 this oSfl C to to unaulhonn•d documont � I 1 7r7 I THIS CERTIFICATE Title or Type of Document CC-ccy 4-�n'•- 44-'gL e — / ) • MUST BE ATTACHED / • ,t I /) TO THE DOCUMENT Number ui Pages 5 Date of Document 9—9— 9 i 1 Y DESCRIBED AT RIGHT: Signer(s)Other Than Named Above (V/4" _ / ` ...\\\•\\\��. \\.\-.\\\�-,.\\��•.. -.. �\^CS. \�\.�.. %.\-•acsc.\.- .\.-"+'S.'.,-.,.. �`a"tiSti.-.Sca. . • -, C 1991 N•110NAL NO1 MN-ASSOCIATION•6216 Noun.A..•P O Bo.MN•CA^Og•Rah.C A 91•I",716. • I • A 11't.tt'' 'I \' A:: 1 O }`o.t I ,. ' .. 1f•t „ ' "II, :1 •l '.l I;; A''t •riot' 4 .r 08/01/91 • By: Dop:7ty Clty Attu:uoy Mi . r 1_ 6670u/2460/049 -3- .. • • 't ` {1 L f d 1 I• • �� . ,` ' Y ..`.. • • i. ALDEN & SKETCH TO Q L EG/�LR/PT�� • - T TM SSOCIATES A � . L :,fir a' Oslo ---1-�1r� ` " ttYA.[NOM[DX-?worms^LAND IVIYEYOAf W Q.No, Oq/�.•202 01_..�. t1011 COWAN.SUfTE7 AX 111Y1H1�CAf171/ i e ch.- -a- aAii1� [n r '1 21It6600110 FAX:/604111 . '. • • _ - - - - • • :...rt;A ,.•,A y . J, • • . - - . .',..:'1.5:4::f':,1..t.,:7Z,....", •.•.,...,, :-•.,•,..7.:.s:... .z,.,,..1 :• ,.., .. . ., r ,•..--,..•,-, ..,, z.•_,,. ) , • "••-•,. g• ••••,..• . „, -.::"...2,, -,1=..; •".'' '-''''::‘1'..7 .,, :1_ • •*, , '': , -.,,, ,....: .7 ,,, -:. 4---..'.',... ./.-•,- :,;,, ,^ '.........,-.--': .- ......,-::,-,..7:-:-:-4. : ..- . - ' .7-„,:". •, ••."7* ' .. : ,. . , ;:•••,*.. . „ , : . e'.- ,,..' •., , , '' ";', ',..: -, • • • • . .,..... -•,, illy, " . . - - • --- • - ____ , . ... . • -07.t•q.7, r„!. • .4.7 ,,.. ,...,...,,‘,:.. ....,..r. -O. • •s:'.., i 'i :,.1 ' ' WHEREOF, Grantor has executed the instrument , ..., -, . • 'I • ,-1114:7:!t.his _Irr__ day of Sets,: • .., 1991. . ,..,... '."--• GRANTOR: 1 .,. , - t"" • •it.1.- .• ......... ,:,„,...w , ..,„ ,. .... PACIFIC COAS( OMES, a California ( ...... 1 .. '• ,, r j .. -,44z` corpor• io , „tt.-,,, r!...,..4 // // 1 fel ,_ 4 4.• .t,,,:.-,' ' . • .- •... st.,....•. .:`,11" 131: ,i 1,.. , 4. '.• 'I,ii.. Its: tmi rliffligr/PAPPRIMI! ' • !- •. .„ / / 1 • ;--c A . ..:', By: T w ...... .4. _. .• . , . Its: J 12,1711ff LI . 'I • . , ' . • 1.1 . • . . -. - I— ri . •A:'.. I , . 1.1 .• . : • ,,,,,,, . : . , , ... „ - . . • A • • i S. i• • ..:, •,.. i . 7 g •: .. -,:, 4. I \ i:.t• .'•i.. • • I- ,.r.... .Z....•" ,. . . . . . ' r.... . • I. ( . • \ -• . . r`--' Arl'I:071'n AI; TO FORM: _,....., • GAIL 11 i'l.,.;, ',II ty A ttnrnoY , • ,... ' 08/01/91 By: Dovty City Attornyy 6670u/2460/049 -3- • - '. _ ,. i :. • • . .. 4,..... . , , ••••••-.:,;„ •:„-- • ,.•.• . -" • • 'fr?,7 rk. 6, ,_ ,.c.4)... ...•.; - • ' , ' , . • . !I. ,T. I . 7-Q Ac-c-oMPAArr. .. ' . . . igkikrLDEN & • .:: • •', , • a . • • 4 • A 46-6AL 4361--:'CgiPT/C7A1 4., , 1 2. • ' e •• ,.- :.', .. •. * ,•.,•,;,s.,,.•• 0,,ci:1,040'7S,S5omORC40Lv4AII4NNATcurEiatS • • `7:1"sl:l1- . Deoa.4/4.1.91- 4''•,,, A,...,.,.Viii;"t'...,. *.• --••-. • • -• • m wn ro._e . L_M, -- . ' - • ' .0 . . • •. ..--......„.1.., . —4.k,,7,--,-.„t--,..1.".-....-..7...,,-ca•-....,..•-,•;,.,._.1---„kiii'•v•-•.,. - • , ,• Shol60 1-ei1.Vi.V•At.. '? . , ,„!. - 4 ' • •. • , • • . • • ri 5.,;. ��:TY y".. t 1. �; y ,f.A• •-i i ( R. 7,ae• r •. r .r ` _ _ ter. 4' L - - .. t.�..y'' i t ,! . *�; (F♦ a•✓ z '1r ,t r A •147' •. , \ ,` , /NDwC4Te G E6EG L�.6ceteT/d ;, / �, II ?y . .,..7.•,' ".•.:. ...:....4:.... . ,1, 6(,id0.)ie1,4..,4toi. . /cb\ \\'1.I.\‘-•--‘.6-,t.-S,•,-< . 1:61 ,� W .gyp .n I5 •4.- \,F', ••r•e4 i,,6)..4 \\.t.-..,.e ....:‘.* LiC , A, • ; Q /d,�'� �(1 j ; 1 t'�•7: ���� � è / ':1:}}: aV N '` \ Irl t 1[ � '\ / i.., •. 4. 0 / ‘ ' i '• % ')!°7 r''''''-v / 6N(u. e iv \ . t, (1.1-t, x-, .,, U ..1..,,,..;I: 1,,,, \ .t,,....,„ 1,.: .4.....: • A 4 / %IV. ,1--- kl G.Ai v , N., \ \ o'A \, ; i•••• . , , ck- ,, _i', i'... ;,.•. _ C&J �. AI') V y; 1 • /41,./...0 t.s.,9 ‘.. \,.. ", . • 1 t:' • '•- \ % \ - //0 \(7) (\ \ '\ cp\ ,;; ;.,.1. • 1.. ),ci‘x\ , s \0(ik- \(). ,•,: , .1 4` A ‘) ccii?' . ...„.....,.. „-- . ' ''‘\ \ ... .. . , 4:-/. .41:a ti\ \ rit); :.•:' I.:.. • 1,vc• c / ' . . -. AALDEN & s.KETCH TO ACCOMPANY F SSOCIATES A ,..".E'GAL / 'F7.'PT/c A/, , , CIVIL ENGINEERS-►LANNERS-LANDSURVEYORf .L •f//Qf r,,.� • • 16017 COWAN,SUITL 710•IRVINE•CA n771l Ml00.No. p9lD-202-/ 0.1• - 7I4/60.OIlO PAX:116O44I3 inv. PP CAR. PR She'll.Cl ` . -•_ .4i, _ LP #023-041-04(a portion 9 I --600850 QUITCLAIM DEED RECORDING REQUESTED BY AND ) ( Titles $ WHEN RECORDED MAIL TO: ) Recorded at the request of C�$�� �J Redevelopment Agency of the ) FIRST AMERICAN TITLE INS.CO. City of Huntington Beach ) Add. $ .1"-` 2000 Main Street ) 4:00 PMP$ Huntington Beach, CA 92648 ) F.M. NOV 11991 LienNt $ Attn: cJ tycte . ) Official Records �$ Orange County, California Other MAIL TAX STATEMENTS TO: ) a.c , zer Recorder Total Rec.Fees 1JlJ Redevelopment Agency of the ) D.T.T. $ City of Huntington Leacn ) PCOR $ 2000 Main Street ) SMF $ Huntington Beach, CA 92648 ) RDE•1 Attn: City _ ) DOCUMENTARY TRANSFER TAX: $ Tax-Exempt-Government Agency CITY OF HUNTINGTON BEACH Ffr Connie Br ockvfzy, CMC City Clerk `� ,By; Signature of declarant or agent a a � Depu City Clerk determining tax FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS ;` T - HEREBY ACKNOWLEDGED, PACIFIC COAST HOMES, a California corporation ("Grantor" ) , hereby remises, releases and forever ,,/ ', quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF :='Uk HUNTINGTON BEACH, a public body corporate and politic ("Grantee") , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof, and hereinafter referred to as the "Property" : SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent . (b) Easements , liens, charges, covenants, restrictions, reservations and other matters of record, encumbrances , and any and all amendments , modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California . This doeint is solely for the official business of the City of Huntington Ecf.-=_ch, as contem- plated nrif e- - nne .t Code Sec. 6103 and should be recorded free of charge. (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. EXCEPTING all oil, gas and other hydrocarbons, geothermal resources , and all other minerals, whether similar to those herein specified or not, within or that may be produced from said Property. FURTHER EXCEPTING AND RESERVING the sole and exclusive right from time to time to drill and maintain wells or other works on or through said Property and the adjoining streets , roads and highways below a depth of 500 feet and to produce, inject, store and remove from and through such wells or works , oil, gas, water and other substances of whatever nature, including the right to perform below said depth and any and all operations deemed necessary or convenient for the exercise of such rights . The rights hereinabove excepted and reserved do not include and do not except or reserve any right to use the surface of the Property or the first 500 feet below the surface of the Property or to conduct any operations thereon or therein. Unless hereinafter specifically excepted and reserved, all rights and interests in the surface of the Property are hereby conveyed to Grantee. FURTHER EXCEPTING AND RESERVING to Grantor, its successors and assigns, any and all water rights or interests therein, together with the right to grant and transfer all or a portion of the same, no matter how acquired by Grantor, and owned or used by Grantor in connection with or with respect to the Property, together with the right and power to explore, drill, redrill, remove and store the same from the Property or to divert or otherwise utilize such water, rights or interest on any other property, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual ; but without, however, any right to enter upon the surface of the Property in the exercise of such rights or upon the upper thirty (30) feet of the subsurface of the Property, and also without any rights to enter upon the subsurface thereunder in such manner as to materially impair the support or stability of any structures or improvements from time to time located on the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor ' s successors and assigns, from any and all liability on account of the condition of the Property. 08/01/91 6670u/2460/049 -2- IN WITNESS WHEREOF Grantor has executed the instrument this day of Sp7" . • , 1991. GRANTOR: PACIFIC COAS OMES, a California corpor io By: Its: %6a Pt4...,:jej By: p.... ... Its: tAsts7Lay ati,ar .Fri/ ALL-PURPOSE ACKNOWLEDGMENT NO 209 11ti\ti11ti11tititi111111111ti111ti111\111111ti11ti11ti11titi11ti11111111111111111111111111'`1ti1\1'`L111111'�111.J C[l.� L -CAPACITY CLAIMED BY SIGNER r State of ,�1 County of • `� ❑ INDIVIDUAL(S) _ 6 //'' [CORPORATE V I Cc Pre S r On / 9 /? / before me, 5•L-L. ODm bvot.)SJ4 OFFICER(S)_ I3 SS'f. Sec75,. 1 DATE NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC' TITLE(S) / J II ❑ PARTNER(S) f • personally appeared Tavn&S W W. Tot.Yt son A.h a( 7 T. Lope_Z ,' 0 ATTORNEY-IN-FACT j NAME(S)OF SIGNER(S) 0 TRUSTEE(S) g C6 personally known to me-OR- 0 proved to me on the basis of satisfactory evidence ❑ SUBSCRIBING WITNESS f , to be the person(s) whose name(s) is/� j subscribed to the within instrument and ac- ❑ GUARDIAN/CONSERVATOR f • knowledged to me that fey he/she/ xecuted . ❑ OTHER: 6 the same in his/her/ ei authorized, r capacity(ies), and that by his/he_ f signature(s)on the instrument the person s , j `d'-'�;'� - w,>�6A - orthe entity upon behalf of which the person(s). SIGNER NAME OF ISREPRESENTING:ING: r •_ S L OOIi0Mb10 acted, executed the instrument. R j > AIotay Abie-Ca tomb Pa c. t�'i c CCO a S'• Home s 1 ORANGE COUNTY Witness my hand and official seal. j (r-A..--; .4,,, My Carrtisslon Wires a - September 13. 1993 1 SIGNATURE OF NOTARY 1 ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to unauthorized document. f THIS CERTIFICATE Title or Type of Document --Lti - f MUST BE ATTACHED j TO THE DOCUMENT Number of Pages S Date of Document 9- 9-- 7 / j. DESCRIBED AT RIGHT: Signer(s)Other Than Named Above N/4- It 111111tit111tti1111111ti1ti'�tiltitti1111111ti111tititi11'`11tititi111ti11ti111111ti1ti111\11ti1ti111111111111111111" 01991 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.•P.O.Box 7184•Canoga Park,CA 91304-7184 r APPROVED AS TO FORM: GAIL HUTTO1, City Attorney 08/01/91 By:, Deputy City Attorney 6670u/2460/049 -3- ATTACHMENT NO. 1 LEGAL DESCRIPTION BEING A PORTION OF THAT PARTICULAR "BARGAIN AND SALE DEED CORPORATION" BETWEEN HUNTINGTON BEACH COMPANY AND THE CITY OF HUNTINGTON BEACH, IN THE CITY OF HUNTINGTON BACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED SEPTEMBER 23, 1916 IN BOOK 294, PAGE 390 OF DEEDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF BLOCK 2001 OF TRACT NO. 12 AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 48°41'56" WEST 335.67 FEET ALONG THE NORTHEASTERLY LINE OF BLOCK 2001 OF SAID TRACT NO. 12 TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 750.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 24°41'55" EAST, SAID CURVE BEING THE SOUTHWESTERLY LINE OF YORKTOWN AVENUE, 100.00 FEET IN WIDTH, AS SHOWN ON THE PRECISE PLAN OF ALIGNMENT FOR YORKTOWN AVENUE ON FILE IN THE OFFICE OF THE CITY ENGINEER OF THE CITY OF HUNTINGTON BEACH; THENCE SOUTHEASTERLY 177.26 FEET ALONG SAID CURVE AND SAID SOUTHWESTERLY LINE OF YORKTOWN AVENUE, THROUGH A CENTRAL ANGLE OF 13f°32'30" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS.OF 850.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 38°14'25" WEST; THENCE CONTINUING ALONG THE SOUTHWESTERLY LINE OF SAID YORKTOWN AVENUE SOUTHEASTERLY 199.80 FEET, THROUGH A CENTRAL ANGLE OF 13°28'04" TO A POINT ON- THE NORTHEASTERLY PROJECTION OF THE CENTERLINE OF SEVENTEENTH STREET, 70.00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 12; THENCE SOUTH 41°18'43" WEST 64.11 FEET ALONG SAID NORTHEASTERLY PROJECTION OF " THE CENTERLINE OF SEVENTEENTH STREET TO A POINT ON THE SOUTHEASTERLY PROJECTION OF SAID AFOREMENTIONED NORTHEASTERLY LINE OF BLOCK 2001 OF SAID TRACT NO. 12; THENCE NORTH 48°41'56" WEST 35.00 FEET ALONG SAID SOUTHEASTERLY PROJECTION OF THE NORTHEASTERLY LINE OF BLOCK 2001 TO THE POINT OF BEGINNING. • CONTAINING AN AREA OF 11730 SQUARE FEET, MORE OR LESS. 't° - It: 1 No. 3347 Exp.G'3o-°t Z }} flgj� yA`idt�Pt/ -_ ALDEN & LEGAL DESCRIPTION SSOCIATES REV. 2/8/91 CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS 0910-202-1 2/1/91 18012 COWAN,SUITE 210 • IRVINE,CA 92714 WO.No. Dat• 714/6600110 FAX:66Q0418 c.,... PER �.. - I n Ze-a6-Al D \ \ , \ micv6-47-e5 6-• -6- .. rciefl;'7/0/1/ -4/ere-A. I , 1 f . 1 1 4-,.,.., \\'-% tOi(i - --.--<cl---(c-;_, k-rir .. . 49 (4) \ 4652%, e • ,, '- - ife• ‘ \\,...k...).. \,. '• \ \ Ct<i4 • , \ . • • \ % \% . \ \ Cil kli3Aki . / \ '. .* 1. ''', ' \ ‘k) Ai. 6, \(P / (1°:\ \ \ \ \ '• .`, 44k ' \\ eN, \ \ \ , . N ,1\ %\ \ ... . \ .. , A, -($ 4'. / \) \.• ..' i .• \ '. P 0 1 ''. . .‘ •, I (4) loc/4( l_II) (C k. / \ . \ - \ ik % '• rk % \ \ .., _V \ / / u_\\T k \ ••. . \ \ \‘. . / 4 ‘N 4 16 • •:,.\ Nt 0 o) q.. kk-\ 434(\/ \ \• '' ....4?,._. 4. _ • N ‘% ..\ \ \ \\ \ \ 4) \U (9 .< \ \ .) <".\ \ \ '• / \ \ \ . \ ( . 4/1/1 . \ \ • • •I - \r ,. \% \ \ / I • \ I 0 1 f\ \ \ ' k9 .• ON I., • 0 VV •V • • 1 0\ . `. \ •‘4) '40 , k \ ., . i. \I , ' ' t, ilev • .. 4 / ( \ , . r \Y • ty v 4) \ Gk. \°. ,0-‘ • • , A, / I\ \ -•-- -. . th) ., • 10 sy ... .. •• .. or) : 1. . Nq , ........_ „.. (•-•. . •• , . \. %. • er-p_,n.. . ..,. .. • • . 4-- g.... ••i ‘: . / 1 .zz,,-,,,,. • • . ... - -.- - ... . ..1 • . .. .6. . ••••,. ..Ct, • Nyk.I.DEN & SKETCH 70 Aee0/1417AA/>' SSOCIATES A • L6-GA L. 06"- CI715770A/ . CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS . 18012 COWAN.SUITE 210 • IRVINE, CA 92714 %V O.No. e74/0- c%12- / Data 714/660-0110 FAX:660-0118 Engr. Re Chk. fire Shefit..e.Of 2 = Urder Itaiot'+" ..• Es�cr w'No. • oa�1No. A.P. 023-040-07,08 i ,i WHEN RECORDED MAIL TO: PACIFIC COAST HOMES P.O. Box 7611 San Francisco, CA 94120 Attn. : Manager-Property Tax SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made , between The REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic herein called TRUSTOR, whose address is 2000 Main Street:, Huntington Beach, California 92648 (Number and Street) (City) (State) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and PACIFIC COAST HOMES, a California corporation , herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of Huntington Beach, County of Orange , State of California, described as: [See Attachment No. 1 Hereto] • • Together with the rents,issues and profits thereof,subject,however,to the right, power and authority hereinafter given to and conferred upon Beneficiary to Jcollect and apply such rents,issues and profits. For the Purpose of Securing(1)payment of the sum of$ 426,000 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor,or his successors or assigns,when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county,namely: COUNTY BOOK PAGE COUNTY BOOK PAGE . COUNTY BOOK PAGE COUNTY BOOK PAGE ' Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130.31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 , 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Main 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 lnyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964,Page 149774 shall inure to and bind the parties hereto,with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B,(identical in all counties,and printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein,and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor,requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Signature of Trustor 1 Q‘Ltt°\.. A.LL''"' "'' ..— S E OF CALIFORNIA Is& COU OF I Agency Chairman . o ' ' before me,the under ed,a Notary Public in and for said State,per- e"—^ ' sonally appeared Agency Executive birector . 0/242144/ personally known to me(or proved to me o the basis of satisfactory evidence)to be the person(s)whose name(s)is a subscribed to the A enc C 1.e rk \,,_.4,,,____4). f�� within Instrument and acknowledged to me that he/s /they executed /���--- C the same. J L;D AS 0 r0J(};;; CJ..i,., I1J'.i"I'0, City A't;tornoy7 \ WITNESS my hand and official seal. By:. Deputy City Attorney Signature \ 1158 (6/82) Si g (This area for official notarial seal) r k• • ATTACHMENT NO . 1 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9 , PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS : BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90 . 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70 . 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569 ; THENCE SOUTH 00 DEGREES 19 ' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569 ; THENCE NORTH 89 DEGREES 40 ' 54" WEST 237 . 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 ' 06" EAST 155 . 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38 ' 23" EAST 68 . 48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40 ' 54" EAST 192 . 48 FEET TO THE POINT OF BEGINNING . • 08/01 /91 666su/74'- 049 -4- PROMISSORY NOTE $426, 000 Huntington Beach, California FOR VALUE RECEIVED, the undersigned ("Maker" ) promises to pay to PACIFIC COAST HOMES, a California corporation ( "Holder" ) at 2120 Main Street, Suite 260, Huntington Beach, California 92648, or at such other address as Holder may direct from time to time in writing the sum of Four Hundred Twenty-Six Thousand Dollars ($426 , 000) (the "Note Amount" ) together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America . 1. Interest Rate. Simple interest shall accrue on the Note Amount at the rate of Ten percent (10%)- per annum. 2 . Payment Amount . The amount of each payment pursuant to this Promissory Note shall be equal to seventy-five percent (75%) of the prior fiscal year ' s allocation to the Maker of ad valorem property taxes resulting. from the increase in assessed valuation over the assessed valuation in the last fiscal year prior to the effective date of the redevelopment plan, which tax revenues are allocated and paid to the Maker pursuant to- California Health and Safety Code Section 33.67O(b) from the Yorktown/Lake Redevelopment Area in accordance with the redevelopment plan for such redevelopment area (the "Tax Increment" ) . The sum that the Maker is required to set aside for the purpose of- low- and moderate-income housing, pursuant to California Health and Safety Code Section 33334 . 2 or a successor statute shall not be included as Tax Increment for purposes of determining the payments pursuant to this Paragraph 2. - 3 . Time of Payments . The Maker shall make payments in the amount set forth in Paragraph 2 herein on or before August 1 of each year during the term of this Promissory Nate, beginning August 1, 1991. 4 . Maturity Date. The balance of all unpaid principal and accrued interest shall be finally due and payable on August 1, 1999 , if not paid sooner . 5 . Security for Note. This Promissory Note shall be secured by a first deed of trust encumbering the PCH Parcel (the "Deed of Trust") , executed by Maker as Trustor in favor of Holder as Trustee. 6 . Prepayment of Note Amount . Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at a rate of ten percent (10%) per annum, at any time prior to the due date of the Note Amount . 7 . Application of Payments . Each payment hereunder shall be credited first upon interest then accrued and the remainder, if any, upon principal . Interest shall cease to accrue upon principal so credited. 8 . Holder May Assign. Hol-der may, at its option, assign its right to receive payment under this Promissory Note without necessity of obtaining the consent of the Maker . 9 . Maker Assignment Prohibited. In no event shall Maker assignor transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder' s sole discretion. 10 . Attorneys ' Fees and Costs . In the event that any action is instituted with respect to this Promissory Note, the non-prevailing party promises to pay to the prevailing party such sums as a court may fix for court costs and reasonable attorneys ' fees . 11. Non-Waiver . Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment . 08/01/91 6671u/2460/049 -2- r i 7 12 . Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs , successors and assigns . REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Dated: /O— 17• 7/ By: la—L71-34A Agency Chairman Dated: /0 —/0—9/ • envy Executive Director "MAKER" ATTATL7g,ti Agency Clerk 61,4L)—(—) APPROVED AS TO, FORM: \ Agency Legal dvisor y Stra•4iing, Y cca, Carlson & Rauth Agency Special Counsel City Attorney .. 08/01/91 6671u/2460/049 -3- I, ►URPOSE ACKNOWLEDGMENT NO 209 �✓ e of 4.../ — CAPACITY CLAIMED BY SIGNER inty of6:71--az---`5-4--- ❑ INDIVIDUAL(S) / 'CORPORATE �c�6= G- /°/ 7�ql before me, Cr c c f-Gr A, NDI S , �u — / ( OFFICER(S) AP�f A�`-e- DATE NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTA' p4 PUBLIC' -/TITLE(S) ?„, y �/ ❑ PARTNER(S) 1 � 3onally appeared i - D_/p � i- a I_4----/' — 0 ATTORNEY-IN-FACT NAME(S)OF SIGNER(S) ❑ TRUSTEE(S) personally known to me- ❑ SUBSCRIBING WITNESS to be the personas) whose name(s) ii. ❑ GUARDIAN/CONSERVATOR subscribed to the within instrument and ac- knowledged to me thaw executed ❑ OTHER: JFFICIAL NOTARY SEAL the same in I )/h.erJthe.iL authorized - LALi� AA A.NELSON capacity{ies), and that by ii 1ertthetr- �- ot.A A. --C?JitOrnia signature(t)on the instrument the person(e), - i.. ORANGE COUNTY • �4 Comm Expires JUL 03,19S5 or entity upon behalf of which the person(s) SIGNER IS.REPRESENTING: y NAME OF PERSON(S)OR ENTITY(IES) acted, executed the instrument. /��,, Witness my hand and official seal. / `"" - f ,t (::;? r"-‘7v/___j.---:-- ' &4.76-'; r/ SIGNATURE OF NOTARY , . ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to unauthorized document. THIS CERTIFICATE ' Title or Type of Document T� 't-IS-s-n�cf Dt./t'(-� MUST BE ATTACHED Number of Pages Date of- ocument /V�/ i1'9/ TO THE DOCUMENT DESCRIBED AT RIGHT: Signer(s)� Other Than Na�ed Above I?� ef���`At GI /r --4., ,�i J �11._�/ S'4S�� +� y-�titi5r�«��5�� ©1991 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.•P.O.Box 7184•Canoga Park.CA 91304-7184 Z' STATE OF CALIFORNIA ) . COUNTY OF ORANGE ) On e- /7 , 19 9/, before me, a Notary_ Public of the State of California, personally appeared /e ,c 6e-c---— — , known to me to be the Chairman of the Redevelopment Agency of the City of Huntington Beach and Connie Brockway, known to me to be the Clerk of the Redevelopment Agency of the City of Huntington Beach and known to me to be the persons who executed the within instrument of behalf of said public agency and acknowledged to me that such public agency executed the same. a. •••• OFFICIAL NOTARY SEAL '€1 ~ LAURA A.NELSON _ 4 , Notary Public—California ORANGE COUNTY ''� My Comm.Expires JUL 08,1995 ATTACHMENT NO. 1 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9 , PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF -PORTIONS OF SEVENTEENTH STREET AS SHOWN ONSAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE 'CENTERLINE INTERSECTION OF LAKE AVENUE, 90 .00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70 .-00 FEET IN WIDTH, AS SHOWN ON 'SAID MAP OF TRACT -NO. 13569 ; THENCE SOUTH 00 DEGREES 19 ' 06" WEST 207 .32 FEET ALONG SAID CENTERLINE OFLAKE AVENUE TO THE CENTERLINE INTERSECTION -OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP -OF SAID TRACT NO. 13569 ; THENCE NORTH 89 DEGREES 40 ' 54" WEST 237 .70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 ' 06" EAST 155 . 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38 ' 23" EAST 68 .48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40 '54" EAST 192 .48 FEET TO THE POINT OF BEGINNING. 08/01 /91 66f -u/?4's 149 —4— • REQU >T FOR CITY COUI\ IL/ REDEVELOPMENT AGENCY ACTION Date July 1, 1991 Submitted to: Honorable Mayor and City Council/Redevelopment Agency Submitted by: Michael T. Uberuaga, City Administrator I v`'T J •v.."BY CITY C► 09 Prepared by: Robert J. Franz, Deputy CityAdministrato ®� 44� - ' pp P Y `,.A 41/� /. � 19W Subject: Approval of Exchange Agreement I' Consistent with Council Policy? [X] Yes [ ] New Policy or Excepti in i `P LLK• Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments: eiR Statement of Issue: % s 3 1s s ► s 1. In order to acquire property currently being used for Civic Center parking, City property located at Clay Avenue and Golden West Street (.28 acres) needs to be declared surplus and exchanged for the Civic Center property currently owned by Pacific Coast Homes. 2. A concurrent issue is the acceptance from the Huntington Beach Company of a long, narrow remnant parcel due to realignment of Mansion/Yorktown and located south of this right-of-way and presently used as part of the City parking lot, located north of the City Hall. Recommendation: 1. Approve the transfer of the Clay property from the City to the Redevelopment Agency for appraised value. 2. Approve and authorize the Mayor and Clerk to execute the Exchange Agreement between Pacific Coast Homes and the Redevelopment Agency. 3. Accept deed granting remnant parcel from the Huntington Beach Company to the City of Huntington Beach, no reimbursement. Analysis: The City of Huntington Beach acquired Parcel AP #110-200-30 located on the north west corner of Clay and Golden West from the Huntington Beach Company, with no money exchanged, for the City's release of interest in the Reservoir Hill property. The Clay property was originally acquired on February 29, 1988 for a water pump station, which was subsequently located more conveniently at the City's Water Division Yard on Garfield and Huntington. The vacant and undeveloped Clay property thus became surplus property to the City. An appraisal dated October 25, 1989 gave this 0.281 net acre parcel a value of $245,000. As part of the Civic Center Redevelopment area plan, a parking lot was constructed east of City Hall, a portion of which is located on property owned by Pacific Coast Homes ("PCH"). PCH is willing to exchange their .770 net acre parcel valued at $671,000, by an appraisal dated October 25, 1989, for the City's parcel on Clay street, together with the cash difference in the value of these two properties. The cash difference will take the form of a trust deed in this transaction and will be paid from future tax increment revenue from the Yorktown/Lake Redevelopment Project area. V SURPLUS CITY PROPERTY To implement this exchange, the City parcel being surplused must first be transferred to the City Redevelopment Agency, then an exchange agreement be approved by the Agency and PCH. Funding Source: Clay property (value $245,000) and Yorktown/Lake Redevelopment Agency future tax increment funds ($426,000) and exchange of Clay property. Alternative Action: 1. As an alternative to the staff recommendation, Pacific Coast Homes has submitted a letter dated June 19, 1991 stating a preference for payment at full appraised value ($671,000) and that the Agency acquire the Civic Center parcel under threat of condemnation. The Public Works Department has indicated that Water Fund capital reserves could be loaned to the Redevelopment Agency for this acquisition. Therefore, if the Agency is receptive to the use of condemnation to acquire the civic center parcel, then the acquisition can be finalized with the use of Water Fund reserves as the funding source. This alternative is not recommended by staff because: a) The Clay parcel is not large enough to serve any economically or environmentally viable public project purpose, and b) The loan of Water Fund capital reserves ($671,000) is greater than the value of the Clay parcel ($245,000), and c) A letter from the Agency threatening condemnation would be required without completion of the normal condemnation procedures. 2. Same as Alternative 1 except the Agency would not acquire the property under threat of condemnation. This alternative would require the concurrence of Pacific Coast Homes before proceeding. This alternative is not recommended by staff because: a) The Clay parcel is not large enough to serve any economically or environmentally viable public project purpose, and b) The loan of Water Fund capital reserves ($671,000) is greater than the value of the Clay parcel ($245,000), and 3. Same as Alternative 1 or 2 except that a $245,000 payment would be made initially (instead of $671,000) with the balance ($426,000) to be paid from tax increment funds in future years as outlined in the attached exchange agreement. This alternative simply substitutes cash ($245,000) for the value of the Clay parcel in the attached exchange agreement. This alternative would also require Pacific Coast Homes concurrence. This alternative is not recommended by staff because: a) The Clay parcel is not large enough to serve any economically or environmentally viable public project purpose, and Attachment: 1. June 19, 1991 Pacific Coast Homes letter 2. Maps of Clay property and Civic Center property. 3. Exchange Agreement between PCH and Redevelopment Agency. -2- 0123U , 9 I -60065 ,_1 7'tleS$�' L. @$ c < Recorded at the request of Add. $ FIRST AMERICAN TITLE INS.CO. Pg@t; 4:00 Lien Nt $ P.M. IN 0V- 11991 @$ Official Records Other $ Orange County,California Toti Q,c6tar .Recorder 'o T.T.$Rec.Fees f$ PCOR 1 SMF $ RQE•1 ,.. ,t• I r7 0/L14i1ZD AP #023<041-01,02,03(a portion) RECORDING REQUESTED BY AN WHEN RECORDED RETURN TO: Redevelopment Agency of the Documentary Transfer Tax$ City of Huntington Beach V. 2000 Main Street !� Huntington Beach,CA 92648 Signature of declarant or agent determining . Attn: ` tax i 1. CITY Clerk ,�k, Tax-Exempt-Government Agency 1 d'` CITY OF HUNTINGTON BEACH f Connie Brockway, CMC � � City Clerk \ r' QUITCLAIM By' / ca�� • Deputy(City Clerk FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,CIVIC CENTER PARTNERS,a California general partnership,does ' hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a California municipal corporation all right title and interest in that certain property described in Exhibit A, attached hereto and hereby made a part hereof. x44�+, EXECUTED this t1 Jay of Sep-, 1991. \.... CIVIC CENTER PARTNERS, a California general partnership By: J. M. Martin Development Corporation, This document is solely for the a Californi cor oration official business of the City of 1Iuntin,7ton Beach, as contem— By: plated unear. Government Code 1tS/ fre41\ of 3c and should bo recorded U J �1 /,, ,1 free of char-q_ By: I i7� `o/� G Its: rellit - I By: Pacific Caost Homes, a California corporation By: S: .cc , By. • a f-di,.,t re-lar r y ALL-PURPOSE ACKNOWLEDGMENT NO 209 r -ASS`�.S�4�ti��S�S^S���SS���S.. titti l�ltitiltititilltititittititi111tititi�,j • State of CAPACITY CLAIMED BY SIGNER / j^ County of ❑ INDIVIDUAL(S) • 9 0 aCORPORATE V l Cc I re 51 - f r On �, 19 q� before me, S - om6ro rvski OFFICER(S) /435/f Se C&, DATE NAME,TITLE OF OFFICER-E.G., JANE DOE.NOTARY PUBLIC' TITLE(S) j j j El PARTNER(S)1 personally appeared C ' E E . ' `� G& 'd S. LOFez_ 0 ATTORNEY-IN-FACT ' NAME(S)OF SIGNER(S) ❑ TRUSTEE(S) j 1 ❑p rsonally'known to me-OR- El proved to me on the basis of satisfactory evidence ❑ SUBSCRIBING WITNESS f to be the person(s) whose name(s) i el/0 SUbSCflbed to the within instrument and ac- knowledged ❑ GUARDIAN/CONSERVATOR fj .to me that he/she�-xecuted ❑ OTHER: j the same in his/her(1P authorized capacity(ies), and that by his/her ` _ signature(s)on the instrument the person(s), 1iptL or the entity upon behalf of which the person(s) SIGNER IS REPRESENTING: j 0.,', • + NAME OF PERSON(S)OR ENTITY(IES) S. L DOMBROWSKI acted, executed the instrument. � .,f:- Notary Public-CaUfornia �fiC >CG �Gls S j K� -=.;+.3- ORANGE COUNTY Witness my hand and official seal. jeT Y My Commission Expires ' j September 13, 1993 Q j SIGNATURE OF NOTARY / 4 ATTENTION NOTARY:Although the information requested below is OPTIONAL,it c•• prevent fraudulent attachment of this certificate to unauthorized document. f THIS CERTIFICATE Title or Type of Document Le a-Ci1xJ j j MUST BE ATTACHED Number of Pages l TO THE DOCUMENT 9 Date of Document SeptS 7 �� / f 9� j j DESCRIBED AT RIGHT: Signers) Other Than Named Above j L-PURPOSE ACKNOWLEDGMENT �Q y _ 1w"` J'v1^�`..v� S e.,- S�ISSC� ����5 :hS� --� ,1Sti �S` i ' `tti9 j State of CR•1-/ Fog W/A. CAPACITY CLAIMED-BY SIGNER 1 County of O g/4 f'V 6 E ❑ INDIVIDUAL(S) j •• �ORPORATEI(e-5/oJC4,-`-/— % On SC—PT 1 I/ /q9 / before me, S. L.. DoM (3,Ro b&SkJ i OFFICER(S), f DATE NAME;TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC' TITLES) ❑ PARTNER(S) personally appeared Jo f(n) 111. )19-k.T! it 0 ATTORNEY-IN-FACT j Y NAME(S)OF-SIGNER(S) 0 TRUSTEE(S) tivi 0 personally known to me-OR- 51 proved to me on the basis.of satisfactory evidence 0 to be the person(s) whose name(s) ' re - O.SUBSCRIBING WITNESS. l subscribed to the withi •nstrument and ac- : ❑ GUARDIAN/CONSERVATOR j J' knowledged to me tha he 'he/they executed Er OTHER: 1 the same in 51her/their authorized' f V __ capacity(ies), and that b -her/their j iy � SEAL signature(s)on the instrument the person(s), > S. L DOMBROWSKI or the entity upon behalf of which the person(s) SIGNER IS REPRESENTING: ;l ' •_�.y ,v=�Ja Notary Public-Catifomio 'acted, executed the instrument. NAME OF PERSON(S)OR ENTITY(IES) 1 ORANGE COUNTY m. �y c c--1 y� C��Q,LO yhe/t r 1 I My Commission Expre Witness my hand and official seal. f / .,;_.- September 13_ 1993 + /( • I�GI2 j IASIGNATURE OF NOTARY/. ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to unauthorized document. j THIS CERTIFICATE Title or Type of Document ��.c t.f aLr.Ctirl� j 1 MUST BE ATTACHED 1 TO THE DOCUMENT Number of Pages Date of Document 7 "Co" q / JDESCRIBED AT RIGHT: Signer(s) Other Than Named Above C.E. RI ce at r ( 7. T Lopez_ 111111\Ltittititt111111111t1t\\1111\t11ti\Lti1'�1titi111`11'\ti11tt1t111111111ti111111ti\tittititi111t111'`•`1ti1� ©1991 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.•P.O.Box 7184•Canoga Park,CA 91304-7184 ALL-PURPOSE ACKNOWLEDGMENT NO 209 �''�111111.'\1'`tti11'`1:`111111'`111111.'`11•`1'`111.-._ 11•`_11ti11'`1'`111111'`'`11111'`1ti1111.'`�'\111111'`1'`\L11•�9 l�` State of CAPACITY CLAIMED BY SIGNER (4 j 0 INDIVIDUAL(S) r County of n� t r ! • ErtORPORATE j j On�• r ai I y�1 before me, S L Do{-r,bY0 wS�C( • OFFICER(S) j r DATE NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC' TITLE(S) J I j (� 0 PARTNER(S) r6 r personally appeared , `a �c'Fn L'e C�h- ❑ ATTORNEY-IN-FACT g 4 NAME(S)OF SIGNER(S) 0 TRUSTEE(S) 1 j ❑ personally known to me-OR- aisr ved to me on the basis of satisfactory evidence 0 SUBSCRIBING WITNESS l r to be the person(s). whose names. is re l 1 subscribed to the within ins ment and ac- knowledged to me that he/ executed' 0 OTHER: the same in his/a' heir authorized j 1 capacity(ies), and that by hisle�/their r _ signature(s) on the instrument the person(s); SIGNER IS REPRESENTING: / ., OFFICIAL SEAL orthe entity upon behalf of which the person(s). r� r30�� S. N(S)OR ENTITY(lES) (- j _A Noway _ ,ia acted; executed-the instrument. J it - Lop j ...a:- •1., ORANGE COUNTY Witness my hand'and official seal. j T } My Comm�slon Expires j r �,:.:__ September 13. 1993 /�� r - =- - - rl SIGNATURE OF NOTARY r) ATTENTION NOTARY:Although the information requested'below is OPTIONAL,it prevent fraudulent attachment of this certificate to unauthorized document. !9 THIS CERTIFICATE Title or Type of Document \L'tA-� e-ca-A"`^- j MUST BE ATTACHED Number of Pages c2- Date of Document 4— to-4l ) _ 1 TO THE DOCUMENT j DESCRIBED AT RIGHT: Signer(s) Other Than Named Above M. k-t�i�/ 3) •Ld z �- •C-F�L c� l r11111t-\111111•`ttittitll�\111111's1ti-`ti11'`111111'1\1111\1\�11�111'�1111\ti•`1^`Lti11'`11ti11111'�111\ti111'`ti11� C 1991 NATIONAL NOTARY ASSOCIATION•8236 Remmel Ave.•P.O.Box 7184•Canoga Park,CA 91304-7184 • ti • o EXHIBIT "A" LEGAL DESCRIPTION FOR CIVIC CENTER PARKING LOT THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE .CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY AND PORTIONS OF LAKE AVENUE AND PARK STREET AS SHOWN ON THE MAP TRACT NO. 1.3569, RECORDED IN BOOK 652, PAGES 28 THROUGH 33 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET 70 . 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569; THENCE SOUTH 00°1 9 ' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52.00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569; THENCE NORTH 89•°40 ' 54" WEST 237 . 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00°19' 06" EAST 155.89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 °38' 23" EAST 68. 48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89°40 ' 54" EAST 192 . 48 FEET TO THE POINT OF BEGINNING. CONTAINING AS AREA OF 1 .105 ACRES, MORE OR LESS. rv.. WALDEN & LEGAL DESCRIPTION FOR T' WSSOCLATES CIVIC CENTER PARKING LOT CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS 0766-162-1X 4/26/91 18012 COWAN,SUITE 210 • IRVINE,CA 92714 W O.No. _ __.__ D•t• 714/660-0110 FAX 6460418 Pr Shael 1 Of2 + i+. __ AP #023-041-02,03(a portion) 7 91 -60085Z Recorded at the request of FIRST AMERICAN TITLE INS.CO. 4:00 . P.M. r 0 V- 1 1991 • Q_U I TCLA I M DEED Official Records Orange County, California 44. Q.y'O,ti,Q,, Recorder RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) @$ ,x City of Huntington Beach ) Add. ; ' 2000 Main Street ) pg<d$ ' Huntington Beach, CA 92648 ) Lien Nt III Attn: . - ) .0 Ciry C►e;>z. . ) .e$ $ N MAIL TAX STATEMENTS TO: ) Othor A—A TRecIFees gilla Redevelopment Agency of the ) D. City of Huntington Beach ) OR E 2000 Main Street ) __ Huntington Beach, CA 92648 ��' �tQE-1 Attn: City Attorney ) ) DOCUMENTARY TRANSFER TAX: $ Tax-Exempt-Government Agency CITY OF HUNTINGTON BEACH Connie Brockway, CMC T city Clerk Signature of declarant or agent 9 B ' ,:=3_02 , determining tax ; Dep.., ' City Clerk x ,-- FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS• '�' ' HEREBY ACKNOWLEDGED, PACIFIC COAST HOMES, a California v' � corporation ( "Grantor" ) , hereby remises, releases and forever j� quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( "Grantee" ) , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof, and hereinafter referred to as the "Property" : :i s SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent. (b) Easements, liens, charges, covenants, • restrictions, reservations and other matters of record, encumbrances, and any ` and all amendments, modifications and/or supplements thereto 1,1, recorded in the Office of the County Recorder, Orange County, i California. 1. This document is solely for the official business of the City of Huntington Beach, as oontem— plated u'dFr n;,-- Code See. 6103 and shoui.d be recorded (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. EXCEPTING all oil, gas and other hydrocarbons, geothermal resources, and all other minerals, whether similar to those herein specified or not, within or that may be produced from said Property. FURTHER EXCEPTING AND RESERVING the sole and exclusive right from time to time to drill and maintain wells or other works on or through said Property and the adjoining streets, roads and highways below a depth of 500 feet and to produce, inject, store and remove from and through such wells or works, oil, gas, water and other substances of whatever nature, including the right to perform below said depth and any and all operations deemed necessary or convenient for the exercise of such rights. The rights hereinabove excepted and reserved do not include and do not except or reserve any right to use the surface of the Property or the first 500 feet below the surface of the Property or to conduct any operations thereon or therein. Unless hereinafter specifically excepted and reserved, all rights and interests in the surface of the Property are hereby conveyed to Grantee. FURTHER EXCEPTING AND RESERVING to Grantor, its successors and assigns, any and all water rights or interests therein, together with the right to grant and transfer all or a portion of the same, no matter how acquired by Grantor, and owned or . used by Grantor in connection with or with respect to the Property, together with the right and power to explore, drill, redrill, remove and store the same from the Property or to divert or otherwise utilize such water, rights or interest on any other property, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual; but without, however, any right to enter upon the surface of the Property in the exercise of such rights or upon the upper thirty (30) feet of the subsurface of the Property, and also without any rights to enter upon the subsurface thereunder in such manner as to materially impair the support or stability of any structures or improvements from time to time located on the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor' s successors and assigns, from any and all liability on account of the condition of the Property. / t IN WITNESS WHEREpf, rantor has executed the instrument this ot- day of , 1991 . GRANTOR: PACIFIC. COAST HOMES, a California corporation By: � pp Its: By. C-29- f:R"' Its:. csla..,,...7-7t-2,C �f I 5 ' • Jv// //� •�` Boaz GP't 1-1 kFT-r APPROVED AS TO FORM: GAIL HUTTON, City Attorney By:. Deputy City Attorney. r ! - •7 ATTACHMENT NO. 1 LEGAL DESCRIPTION (PCH Parcel ) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN 'THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70. 00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569; THENCE SOUTH 00 DEGREES 19' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO.. 13569; THENCE ' NORTH 89 DEGREES 40' 54" WEST 237 . 70 FEET ALONG SAID' CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19' 06" EAST 155. 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38'23" EAST 68.48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40' 54" EAST 192 .48 FEET TO THE POINT OF BEGINNING. ATTACHMENT NO. 1 Page 1 of 1 if a AP 110-200-30 ' Recorded at the request of im FIRST AMERICAN TITLE INS.CO. `j 91 -500854 4:00 P.M. N 0 V- 11991 QUITCLAIM DEED Official Records Orange County, California Q.y3. Recorder RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) I Titles $ Redevelopment Agency of the ) @$ e- 4 ,i' City of Huntington Beach ) Add. $ 2000 Main Street ) Huntington Beach, CA 92b48 ) p9 $1 Attn: Agency Clerk ) Lien Nt $ @$ MAIL TAX STATEMENTS TO: ) ,Other $ ) $ Redevelopment Agency of the ) Total Aee.Fees I City of Huntington Beach ) D.T.T. $ A 2000 Main Street ) PCOR $ Huntington Beach, CA 92648 ) SMF $ Attn: Agency Clerk ) ADE-1 ) Tax-Exempt-Government Agency DOCUMENTARY TRANSFER TAX : $ _ CITY OF - -mNr n BEACH Co;:.,._ _._c:.,ey. CMC O C:y Clerk _ 'By_ - Signature of declarant or agent Depu�r City Clerk determining tax `31S I FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS l HEREBY ACKNOWLEDGED, the CITY OF HUNTINGTON BEACH, a California municipal corporation ( "Grantor" ) , hereby remises, releases and I forever quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTO11 BEACH, a public body corporate and politic ("Grantee" ) , the real property in the City of Huntington Beach, L,.n County of Orange, State of California, described in Attachment No . 1 attached hereto and hereby made a part hereof , and hereinafter referred to as the "Property" : SUBJECT TO: - (a) All general and special real taxes and assessments, not delinquent . (b) Easements , liens , charges, covenants , restrictions, reservations and other matters of record, encumbrances , and any and all amendments , modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California . This document is solely for the official business of the City of Hrratinton 1r.>.•.h, as contem- lated un23 ' t=ovol:nnent Code Sec. 6103 and should be recorded free of charge. f + r s (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations -or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor ' s successors and assigns, from any and all liability on account of the condition of the Property. IN WITNESS WHEREOF, Grantor has executed the instrument this /04`day of 41)Ok6k , 1991 . GRANTOR: CITY OF HUNTINGTON BEACH, a California municipal corporation By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 6L 10-tic 08/19/91 6666u/2460/049 -2- r t r ATTACHMENT NO. 1 LEGAL DESCRIPTION THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3 , TOWNSHIP 6 SOUTH, RANGE 11 WEST, S .B.B . & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS : BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656 ; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17 ' 20" EAST 103 . 92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37. 00 FEET; THENCE SOUTH 20 DEGREES 00 ' 43" WEST 46 . 80 FEET; THENCE SOUTH 88 DEGREES 17 ' 35" WEST 7 . 00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 'FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28, 1971 IN BOOK 9943 , PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181 . 50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04 ' 34" WEST 31. 20 FEET; THENCE SOUTH 0 DEGREES 55 ' 16" EAST 118 . 65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800 . 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96 . 30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 800 . 00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59 ' 29 AN ARC LENGTH OF 181 .39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 ' 22" WEST. 08/19/91 6666u/2460/049 _1_ ��C° C s o df c__,.. 0117. 44 v o HOMESJune 19, 1991 Proposed Exchange Agreement Civic Center Parking Lot Mr. Michael T. Uberuaga, City Administrator City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Mike: The above item was continued to allow staff to investigate potential alternative funding sources for acquisition of the 0.770-acre Civic Center parking lot. As you will recall,the proposed agreement was structured and negotiated on the assumption that the properties would be exchanged to minimize Pacific Coast Homes' income tax exposure. If the City is not willing to dispose of the Clay and Goldenwest parcel for whatever reasons,we would prefer that the Redevelopment Agency authorize acquisition of the parking lot parcel at full appraised value under threat of condemnation with payment in full at close of escrow. I would be happy to meet with you to discuss this or other options at your convenience. Very tr ly yours, I.W. ohnson WDH/sd cc: Robert Franz Dan Brennan Mike Adams Lou Sandoval City Council Craig Rice Bill Holman 2120 Main St., No. 260, Huntington Beach, CA 92648-2499 (714) 960-4351 FAX (714) 969-3659 • J. In CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION 1IUNTINCTON BEACH To City Attorney' s Office From Connie Brockway City Clerk Subject Pacific Coast Homes Date 8/30/91 Exchange Agreement Documents Attached are documents for the Pacific Coast Homes Exchange Agreement prepared by Stradling, Yocca, Carlson & Rauth. Prior to execution the approval stamp is needed by your office. I've marked the areas where the documents require revisions prior to execution by the Agency Clerk. a. The Notary Acknowledgement Forms provided by outside counsel need replacing by the attached notary form. (Pursuant to state law, the notaries in my office can not attach affidavits.) This change should be made on the Promissory Note; both''Qui tcl ai m Deeds and the -Deed of Trust with Assignment of Rents'.''" b. The Agency' s Executive Director's signature was placed on three of the four documents by outside counsel , the Clerk is authorized to attest only to the Chairman. c. The Signature of Mayor Green is not dated. d. The parcel to be conveyed by Pacific Coast Homes to th a City has not been provided to the Clerk's Office. All the documents should be provided to the Clerk for which Council directed action is to be taken. I do not want a situation permitted whereby the documents required of the City are executed without Pacific Coast Homes \fulfilling their part of the transaction. e. Finally, it appears your office has not had the opportunity to review these documents as the approved as to form has not been stamped on each. Please advise me when I may expect all the above in order for the documents to be fully executed. 44 6 - Council/Age_ y Agenda - 7/1/91 (6) D-2. (City Council/Redevelopment Agency') JOINT PUBLIC HEARING - EXCHANGE OF REAL PROPERTY AGREEMENT - YORKTOWN-LAKE 600 . 10 REDEVELOPMENT AREA - PACIFIC COAST HOMES Joint public hearing to consider an Exchange of Real CONT. Property Agreement to be entered into between the OPEN Redevelopment Agency of the City of Huntington Beach and FROM Pacific Coast Homes, exchanging City-owned property located 6/17/91 at the northwest corner of Clay Avenue and Goldenwest Street for property located within the Yorktown-Lake bS j,d,,,L Redevelopment Project Area on the west side of Lake Street between Yorktown Avenue and Park Street . (Funding Source: Yorktown/Lake Redevelopment Agency future tax increment d) �c ,,�,� funds ($426,000) and exchange of Clay property. ) `,�,� .,, - RECOMMENDED ACTION: a`) 1. Approve the transfer of the property located at the NW ,,�{ corner of Clay Avenue and Goldenwest Street from the Nr_ ��cie City to the Redevelopment Agency for appraised value. �jPala 2. Approve and authorize the Chairman and Clerk to execute the Exchange Agreement between Pacific Coast Homes and the Redevelopment Agency. 3 . Accept deed granting remnant parcel from the Huntington Beach Company to the City of Huntington Beach, no reimbursement. (Long, narrow remnant parcel due to realignment of Mansion/Yorktown and located south of this right-of-way and presently used as part of the City parking lot located north of the City Hall . D-3 . (Deleted) JJ (7/1/91) (6) age 6 - Council/Ages Agenda - 7/1/91 (6) D-2. (City Council/Redevelopment Agency) JOINT PUBLIC HEARING - EXCHANGE OF REAL PROPERTY AGREEMENT - YORKTOWN-LAKE 600 . 10 REDEVELOPMENT AREA - PACIFIC COAST HOMES Joint public hearing to consider an Exchange of Real CONT. Property Agreement to be entered into between the OPEN Redevelopment Agency of the City of Huntington Beach and FROM Pacific Coast Homes, exchanging City-owned property located 6/17/91 at the northwest corner of Clay Avenue and Goldenwest t: Street for property located within the Yorktown-Lake ab,5/741;42.- Redevelopment Project Area on the west side of Lake Street ' between Yorktown Avenue and Park Street . (Funding Source: Yorktown/Lake Redevelopment Agency future tax increment 0)14-- funds ($426,000) and exchange of Clay property. ) RECOMMENDED ACTION: - - 1. Approve the transfer of the property located at the NW AAA7Ccorner of Clay Avenue and Goldenwest Street from the �/� City to the Redevelopment Agency for appraised value. 2. Approve and authorize the Chairman and Clerk to execute _ the Exchange Agreement between Pacific Coast Homes and the Redevelopment Agency. ARO 3 . Accept deed granting remnant parcel from the Huntington Beach -Company to the City of Huntington Beach, no reimbursement. `(Long, narrow remnant parcel due to realignment of Mansion/Yorktown and located south of this right-of-way and presently used as part of the City parking lot located north of the City Hall . D-3 . (Deleted) (7/1/91) (6) STRADLING, YOCCA, CARLSON Bc RAUTH A PROFESSIONAL CORPORATION FRITZ R.STRADLING WARREN S.COVEN ATTORNEYS AT LAW JOHN E.SRCCKCNRIDGC NICK E.YOCCA JAMES DEXTER CLARK R[NA C.STONE C.CRAIG CARLSON STEPHEN H.LACOU NT 660 NEWPORT CENTER DRIVE,SUITE 1600 WILLIAM R.RAUTH III HARLEY L.BJCLLAND OI COUNSEL K.C.SCHAAF STEPHEN T.FREEMAN POST OFFICE BOX 7660 RICHARD C.GOODMAN PERRY J.TARNOFSKY NEWPORT BEACH,CALIFORNIA 92660-6441 JOHN J.MURPHY ROBERT A.WILSON THOMAS P.CLARK,JR. LISA M.KITSUTA TELEPHONE(714)725-4000 BEN A.FRYOMAN CHERYL A.DOW DAVID R.ME EWEN NICHOLAS J.YOCCA TELEPHONE(714) 640-7035 WRITER'S DIRECT DIAL: PAUL L GALE JULIE M.PORTER RUDOLPH C.SHEPARD MARK T.PALIN FAX NUMBER / 1 A 2 G�4 1 •7 ROBERT J.KANE ROBERT C.FUNSTEN ` 1`2 L J 1 I Q M.O.TALBOT ALETA LOUISE BRYANT (714)725•4100 • BRUCE C.STUART RONALD A.VAN BLARCOM C.KURT YCAGER STEPHEN M.M'NAMARA ROBERT J.WHALEN GARY A.PEMBERTON ROBERT L RICH JOHN M.ANTOCI THOMAS A.PISTON[ CAROL L LEW RANDALL J.SHERMAN DENISE C.HARBAUGH BRUCE W.FEUCHTER BAR SARA L.ZEID MARK J.HUEBSCH JON E.GOETZ KARCN A.ELLIS ALAN J.KESSCL CUZABCTM C.GREEN GARY P.DOWNS BRUCE O.MAY JOHN D.IRELAND DONALD J. MICHAEL J.PENDERGAST August �1, 19 91 JOHN J.SWIGART,JR. DAVID H.MANN MICHAEL A.ZABLOCKI GALE I.SCHLESINGER NEILA R.BERNSTEIN CHRISTOPHER M.MOROPOULOS CELESTE STAHL BRADY DANA M.KEZMOH CHRISTOPHER J.KILPATRICK DARRYL S.GIBSON JOCL N.GUTH • JOHN G.M'CLENDON JULIE MCCOY AKINS TODD R. DAWN C.HONEYWELL RICHARD T.NEEDHAM OWEN B.LUBOW ROBERT C.WALLACE LAWRENCE B.COHN DAMON C.NOBLER Mr. Dan Brennan CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, California 92648 • Re: Pacific Coast Homes Exchange Agreement Dear Dan: Enclosed are four documents necessary for the close of escrow of the Pacific Coast Homes Exchange Agreement: 1 . A Quitclaim Deed between the City and the Redevelopment Agency; 2 . A Quitclaim Deed between the Redevelopment Agency and Pacific Coast Homes; 3 . A Promissory Note between the Redevelopment Agency and Pacific Coast Homes; and 4 . A Deed of Trust to be executed by the Redevelopment Agency on behalf of Pacific Coast Homes . All the documents should be signed by the appropriate parties, with the Quitclaim Deeds and Deed of Trust notarized as well . All four documents, along with two certificates of acceptance from the Agency, should then be sent to Toni Rice at First American Title Insurance Company. Mr. Dan Brennan August 21, 1991 Page Two Please note that the form of the Grant Deeds reflects our understanding that the parcel to be conveyed to Pacific Coast : Homes is not located-in a redevelopment project area; and-does not. need to have the restrictions which are required to be placed upon the property conveyed by a redevelopment agency wi a redevelopment project area. \ 11 I have concurrently sent to Brian Shalley of Pacific Coast Homes an execution copy of Quitclaim Deed for the parcel to be conveyed to the Redevelopment Agency, and, if necessary, a Quitclaim Deed to convey the residual property interest to the Agency. Please let me know if you have any questions or comments . Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH Jon £. Goetz JEG: lr Enclosures cc: Brian Shelley PROMISSORY NOTE $426, 000 Huntington Beach, California FOR VALUE RECEIVED, the undersigned ("Maker" ) promises to pay to PACIFIC COAST HOMES, a California corporation ("Holder" ) at 2120 Main Street, Suite 260, Huntington Beach, California 92648, or at such other address as Holder may direct from time to time in writing the sum of Four Hundred Twenty-Six Thousand Dollars ($426 , 000) (the "Note Amount") together with interest thereon at the rate set forth herein. All sums hereunder shall be payable payable in lawful money of the United States of America. 1. Interest Rate. Simple interest shall accrue on the Note Amount at the rate of Ten percent <10%) per annum. 2 . Payment Amount. The amount of each payment pursuant to this Promissory Note shall be equal to seventy-five percent (75%) of the prior fiscal year ' s allocation to the Maker of ad valorem property taxes resulting from the increase in assessed valuation over the assessed valuation in the last fiscal year prior to the effective date of the redevelopment plan, which tax revenues are allocated and paid to the Maker pursuant to California Health and Safety Code Section 33670(b) from the Yorktown/Lake Redevelopment Area in accordance with the redevelopment plan for such redevelopment area (the "Tax Increment") . The sum that the Maker is required to set aside for the purpose of low- and moderate-income housing pursuant to California Health and Safety Code Section 33334 .2 or a successor statute shall not be included as Tax Increment for purposes of determining the payments pursuant to this Paragraph 2 . 3 . Time of Payments . The Maker shall make payments in the amount set forth in Paragraph 2 herein on or before August 1 of each year during the term of this Promissory Note, beginning August 1, 1991. 4 . Maturity Date. The balance of all unpaid principal and accrued interest shall be finally due and payable on August 1, 1999 , if not paid sooner. 5 . Security for Note. This Promissory Note shall be secured by a first deed of trust encumbering the PCH Parcel (the "Deed of Trust") , executed by Maker as Trustor in favor of Holder as Trustee. 6 . Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at a rate of ten percent (10%) per annum, at any time prior to the due date of the Note Amount . 7 . Application of Payments . Each payment hereunder shall be credited first upon interest then accrued and the remainder, if any, upon principal . Interest shall cease to accrue upon principal so credited. 8 . Holder May Assign. Holder may, at its option, assign its right to receive payment under this Promissory Note without necessity of obtaining the consent of the Maker. 9 . Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of • this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder' s sole discretion. 10 . Attorneys ' Fees and Costs . In the event that any action is instituted with respect to this Promissory Note, the non-prevailing party promises to pay to the prevailing party such sums as a court may fix for court costs and reasonable attorneys ' fees . 11. Non-Waiver . Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment . 08/01/91 6671u/2460/049 -2- 12 . Successors Bound. This Promissory Note shall be binding upon the parties hereto and their respective heirs, successors and assigns . REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Dated: By: ___U-----c4-9-11/4"" Agency Chairman Dated: ency Executive Director "MAKER" ATTEST: Agency CArrctry CI44 APPROVED AS TO FORM: { A/4., Lela.! R.QQIson Stra ing, Y cca, Carlson & Rauth Agency Special Counsel • 08/01/91 6671u/2460/049 -3- ATTACHMENT NO. 1 LEGAL DESCRIPTION (PCH Parcel) THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,. AS SHOWN ON THE MAP RECORDED IN BOOK 9 , PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTERLINE INTERSECTION OF LAKE AVENUE, 90. 00 FEET IN WIDTH, AND SEVENTEENTH STREET, 70 .00 FEET IN WIDTH, AS SHOWN ON SAID MAP OF TRACT NO. 13569 ; THENCE SOUTH 00 DEGREES 19 ' 06" WEST 207 . 32 FEET ALONG SAID CENTERLINE OF LAKE AVENUE TO THE CENTERLINE INTERSECTION OF PARK STREET, 52 . 00 FEET IN WIDTH, AS SHOWN ON THE MAP OF SAID TRACT NO. 13569 ; THENCE NORTH 89 DEGREES 40 ' 54" WEST 237 . 70 FEET ALONG SAID CENTERLINE OF PARK STREET; THENCE NORTH 00 DEGREES 19 '06" EAST 155 .89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41 DEGREES 38 ' 23" EAST 68.48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89 DEGREES 40 ' 54" EAST 192 .48 FEET TO THE POINT OF BEGINNING. 08/01/91 6665u/246n /049 -4- STATE OF CALIFORNIA ) ss . COUNTY OF ORANGE ) On , 1991, before me, the und= signed, a Notary Public in and for said State, personally a• • -ared before me and personally known to me (or proved to me •n the basis of satisfactory, evidence) to be the perso - who executed the within instrument as the a • of the Redevelopment Agency of the City of ntington Beach, a public body corporate and politic, and ack owledged to me that such Public body executed the within i -trument pursuant to a resolution of such public body. WITNESS my hand and offi al seal . • Notary Public (SEAL) • 0232m/22 STATE OF CALIFORNIA COUNTY OF ORANGE , - On , 19_, before me, a Notary Public of the State of California, personally appeared , known to me to be the Chairman of the Redevelopment Agency of the City of Huntington Beach and Connie Brockway, known to me to be the Clerk of the Redevelopment Agency of the City of Huntington Beach and known to me to be the persons who executed the within instrument of behalf of said public agency and acknowledged to me that such public agency executed the same. QUITCLAIM DEED (Agency Parcel) RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) PACIFIC COAST HOMES ) 2120 Main Street, Suite 260) Huntington Beach, CA 92648 ) Attn: Legal Counsel ) • ) MAIL TAX STATEMENTS TO: ) PACIFIC COAST HOMES ) Post Office Box 7611 ) San Francisco, CA 94120 ) Attn: Manager-Property Tax) DOCUMENTARY TRANSFER TAX: $ Signature of declarant or agent determining tax FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (".Grantor") , hereby remises, releases and forever quitclaims to PACIFIC COAST HOMES, a California corporation ("Grantee") , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof, and hereinafter referred to as the "Property" : SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent . (b) Easements, liens, charges, covenants, restrictions , reservations and other matters of record, encumbrances, and any and all amendments, modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California. ' (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor ' s successors and assigns, from any and all liability on account of the condition of the Property. IN WITNESS WHEREOF, Grantor has executed the instrument this day of , 1991. GRANTOR: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: . 1.:CAIL Chairm By: Agency Exec tive Director ATTEST: Agency 4;/2,K APPROVED AS TO FORM: {�- ARv"41 LANAI Advd 0^ • Stra ing, Y ca, Carlson & Rauth Agenc Specia Counsel 08/01/91 6649u/2460/049 -2- ATTACHMENT NO. 1 LEGAL DESCRIPTION (Agency Parcel) THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 6 SOUTH, RANGE 11 WEST, S.B.B. & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17 ' 20" EAST 103 . 92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37.00 FEET; THENCE SOUTH 20 DEGREES 00 '43" WEST 46 .80 FEET; THENCE SOUTH 88 DEGREES 17 ' 35" WEST 7 .00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 'FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28, 1971 IN BOOK 9943, PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181. 50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04 ' 34" WEST 31. 20 FEET; THENCE SOUTH 0 DEGREES 55 ' 16" EAST 118 .65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800 .00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96 .30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59 ' 29" AN ARC LENGTH OF 181.39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 ' 22" WEST. 08/01/91 6649u/2460/049 -3- STATE OF CALIFORNIA ) ss . COUNTY OF ORANGE ) On , 1991, before me, the under- igned, a Notary Public in and for said State, personally aps -ared before me and , personally known to me (or proved to me on the basis of sa • sfactory evidence) to be the persons who executed the withi • instrument as the and - on behalf of ' e Redevelopment Agency of the City of Huntington Beach, a pub is body corporate and politic and acknowledged to me that s .ch public body executed the within instrument pursuant to a esolution of such public body. WITNESS my hand and official eal . Notary Public (SEAL) P3' • //////' JP J 08/01/91 6649u/2460/049 -4- STATE OF CALIFORNIA , COUNTY OF ORANGE On , 19_, before me, a Notary Public of the State of California, personally appeared , known to me to be the Chairman of the Redevelopment Agency of the City of Huntington Beach and Connie Brockway, known to me to be the Clerk of the Redevelopment Agency of the City of Huntington Beach and known to me to be the persons who executed the within instrument of behalf of said public agency and acknowledged to me that such public agency executed the same. QUITCLAIM DEED RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: CA(C,4I‹ ) MAIL TAX STATEMENTS TO: ) ) Redevelopment Agency of the ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92'648 ) Attn: City .4J t r y C/4K ) DOCUMENTARY TRANSFER TAX: $_ Signature of declarant or agent determining tax FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, the CITY OF HUNTINGTON BEACH, a California municipal corporation ("Grantor" ) , hereby remises, releases and forever quitclaims to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Grantee" ) , the real property in the City of Huntington Beach, County of Orange, State of California, described in Attachment No. 1 attached hereto and hereby made a part hereof , and hereinafter referred to as the "Property" : SUBJECT TO: (a) All general and special real taxes and assessments, not delinquent. (b) Easements, liens, charges, covenants , restrictions, reservations and other matters of record, encumbrances, and any and all amendments, modifications and/or supplements thereto recorded in the Office of the County Recorder, Orange County, California . (c) Matters that can be ascertained by a reasonable inspection and/or survey of the Property. By acceptance and recordation of this Quitclaim Deed, Grantee covenants, for itself, its successors and assigns as the owners of the Property, that the Property is acquired by Grantee "AS-IS" without any representations .or warranties whatsoever, express or implied, and hereby releases Grantor and Grantor 's successors and assigns, from any and all liability on account of the condition o,f the Property. IN WITNESS WHEREOF, Grantor has executed the instrument this day of , 1991. GRANTOR: CITY OF HUNTINGTON BEACH, a California municipal corporation By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 08/19/91 6666u/2460/049 -2- ATTACHMENT NO. 1 LEGAL DESCRIPTION THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 3 , TOWNSHIP 6 SOUTH, RANGE 11 WEST, S. B.B. & M, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS : BEGINNING AT THE MOST NORTHEASTERLY CORNER OF TRACT NO. 7656 AS SAID TRACT IS SHOWN ON A MAP RECORDED IN BOOK 295, PAGES 28 THROUGH 31 OF SAID MISCELLANEOUS MAPS, SAID CORNER BEING ALSO THE CENTERLINE INTERSECTION OF GOLDENWEST STREET AND CLAY AVENUE AS SHOWN ON SAID MAP OF TRACT NO. 7656 ; THENCE ALONG SAID CENTERLINE OF GOLDENWEST STREET NORTH 0 DEGREES 17 ' 20" EAST 103 . 92 FEET; THENCE LEAVING SAID CENTERLINE NORTH 89 DEGREES 42 ' 40" WEST 37.00 FEET; THENCE SOUTH 20 DEGREES 00 '43" WEST 46 . 80 FEET; THENCE SOUTH 88 DEGREES 17 ' 35" WEST 7.00 FEET TO THE INTERSECTION OF THE WESTERLY AND SOUTHERLY LINES OF THE 15 'FOOT WIDE STRIP OF LAND DESCRIBED AS PARCEL "G" IN THAT CERTAIN RIGHT OF WAY AND EASEMENT AGREEMENT BETWEEN HUNTINGTON BEACH COMPANY AND STANDARD OIL COMPANY OF CALIFORNIA AS RECORDED DECEMBER 28 , 1971 IN BOOK 9943 , PAGE 221 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL "G" SOUTH 88 DEGREES 17 ' 35" WEST 181. 50 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 56 DEGREES 04 ' 34" WEST 31 . 20 FEET; THENCE SOUTH 0 DEGREES 55 ' 16" EAST 118 .65 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT NO. 7656, SAID BOUNDARY BEING ALSO THE CENTERLINE OF SAID CLAY AVENUE WHICH CENTERLINE IS A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 800 . 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6 DEGREES 53 ' 49" AN ARC LENGTH OF 96 . 30 FEET TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 800 . 00 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 59' 29" AN ARC LENGTH OF 181 . 39 FEET TO THE POINT OF BEGINNING, A RADIAL PASSING THROUGH LAST SAID POINT BEARS NORTH 9 DEGREES 33 ' 22" WEST. 08/19/91 6666u/2460/049 -3- STATE OF CALIFORNIA ) ss . COUNTY OF ORANGE ) On , 1991, before me, the undersigned, a Notary Public in and for said State, personally appeared efore me and , P sonally known to me (or proved to me on the basis of satisfa ory evidence) to be the persons who executed -the within ins rument as the Mayor and City Clerk on behalf of the City Huntington Beach, the public agency therein named, and ackno ledged to me that such public agency executed the within i trument pursuant to its WITNESS my hand and official se . Notary Public (SEAL) • • 08/19/91 6666u/2460/049 -4- ' STATE OF CALIFORNIA ) • • COUNTY OF ORANGE ) ss: On this day of , i9 , before me, a Notary Public in and for said County and State, personally appeared , known to me to be the Mayor and , known to me to be the City Clerk of the City of Huntington Beach, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. RESOLUTION NO. 125 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AMENDING THE COOPERATION AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY, BY THE APPROVAL AND ADDITION OF OPERATIVE AGREEMENTS NO. 4 AND 5 FOR YORKTOWN, LAKE AND HUNTINGTON CENTER REDEVELOPMENT PROJECT AREAS RESOLVED by the Redevelopment Agency of the City of Huntington Beach as follows: SECTION 1. That the Cooperative Agreement between the City of Huntington Beach and the Redevelopment Agency, approved by the City Council on June 20, 1983, attached hereto and incor- porated herein by reference, is amended by the addition of Operative Agreements No. 4 and 5. SECTION 2. That the Operative Agreement for the implemen- tation of the Yorktown-Lake Redevelopment Plan between the City of Huntington Beach and the Redevelopment Agency, Attachment D, is incorporated herein by reference and approved. SECTION 3. That the Operative Agreement for the implemen- tation of the Huntington Center Redevelopment Plan between the City of Huntington Beach and the Redevelopment Agency, Attachment E, is incorporated herein by reference and approved. SECTION 4. The Chairman and Agency Clerk are hereby au- thorized and directed to execute the agreements approved hereby. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 19th day of September , 1985. —�f e • Chairman ATTEST: APPROVED AS TO FORM: Agency Clerk Agency Attorney 1 . REVIEWED AND APPROVED: ITIATED AND APPROVED: ie Execu ive Of cer eputy Dire for o Redevelopment ahb; 8/15/85 0726L/3.702 2. TES /AS ATTACHMENT D OPERATIVE AGREEMENT NO. 4 AN AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE HUNTINGTON BEACH REDEVELOPMENT AGENCY TO IMPLEMENT THE YORKTOWN-LAKE REDEVELOPMENT PLAN THIS AGREEMENT is made and entered into on this /G''h day of 1985, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (herein CITY) and the HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public entity, authorized to transact business pursuant to the provisions of California Health and Safety Code sec- tions 33000 et seq. (herein AGENCY) . WHEREAS, pursuant to the attached Cooperative Agreement between the CITY and AGENCY, dated June 20, 1983, the CITY agrees to provide to the AGENCY certain assistance and otherwise to cooperate with the AGENCY in carrying out the implementation of the redevelopment plans; and Said assistance will include the CITY providing the AGENCY with both administrative and/or technical services, constructing required public improvements and facilities as appropriate and necessary and providing funds to carry out these and other AGENCY • activities; and Said services, improvements, facilities and funds will be specified in Operative Agreements which will also identify the terms under which the CITY will be reimbursed for the associated costs. NOW, THEREFORE, the City of Huntington Beach agrees to provide the following in support of the implementation of the Yorktown-Lake Redevelopment Plan: 1. SECTION 1. CITY shall provide the necessary staff support to carry out the planning, engineering and administrative activities required to implement the Yorktown-Lake Redevelopment Plan. SECTION 2. CITY shall assist the AGENCY in carrying out the acquisition of parcels needed to provide appropriate public improvements and bring about the necessary parcel consolidation as set forth in the development agreements which will be adopted for the area and convey said parcels and other appropriate city-owned sites to the Redevelopment Agency at fair market value. SECTION 3. CITY shall assist in the construction of the required public improvements as set forth in the development agreements for the area. SECTION 4. CITY shall provide relocation advisory services and assistance to residential tenants and property owners displaced by the redevelopment activities within the project area. SECTION 5. CITY shall keep such accounting records as will enable the CITY and AGENCY to determine the actual costs incurred and/or monies advanced in association with pursuing the implementation of Yorktown-Lake Redevelopment Plan. SECTION 6. CITY shall be reimbursed for all costs incurred in carrying out this agreement with future AGENCY revenues and the AGENCY agrees to pay interest to the CITY at the rate of 10 percent per annum on the unpaid balance owed the CITY on the expenditures made. SECTION 7. This document has been authorized to be executed by action taken by the Huntington Beach City Council on the 16th day of September , 1985, by Resolution No. 5577 , and by the Huntington Beach Redevelopment Agency on the 16th day of September , 1985, by Resolution No. 125 ' • SECTION 8. If any portion or section of this agreement is declared to be unconstitutional or violative of the California Community Redevelopment Law or other applicable laws of the State of California, then only that section or portion shall be stricken as agreed upon by both parties. Such determination of 2. of unconstitutionality or unfeasibility shall not affect the remainder of the agreement. IN WITNESS WHEREOF, the parties hereto have executed this Operative Agreement No. 4 on the day, month, and year first above written. HUNTINGTON BEACH REDEVELOPMENT CITY OF HUNTINGTON BEACH AGENCY Chairman ' Mayor ATTEST: APPROVED AS TO FORM: Agency/City Clerk Agency Counse City Attorney APPROVED: INITIATED AND APPROVED: • • ief Executiv Off cer D ty Director of City Administrator edevelopment ahb; 8/15/85 0729L/3702 3. Res. No. 125 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) • I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the • 19th day of September , 19 85 , and that it was so adopted by the following vote: AYES: • Members: Kelly, MacAllister, Mandic, Bailey. Green NOES: Members: None ' ABSENT: Members: Finley NOT VOTING: Thomas • • /./e.eeiJC* Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. its ias ATTACHMENT E OPERATIVE AGREEMENT NO. 5 AN AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE HUNTINGTON BEACH REDEVELOPMENT AGENCY TO IMPLEMENT THE HUNTINGTON CENTER REDEVELOPMENT PLAN THIS A EMENT is made and entered into on this J6 day of 1985, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (herein CITY) and the HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public entity, authorized to transact business pur- suant to the provisions of California Health and Safety Code sections 33000 et seq. (herein AGENCY) . • WHEREAS, pursuant to the attached Cooperative Agreement between the CITY and AGENCY, dated June 20, 1983, the CITY agrees to provide to the AGENCY certain assistance and other- wise to cooperate with the AGENCY in carrying out the implemen- tation of the redevelopment plans; and Said assistance will include the CITY providing the AGENCY with both administrative and/or technical services, construc- ting required public improvements and facilities as appropriate and necessary and providing funds to carry out these and other AGENCY activities ; and Said services, improvements, facilities and funds will be specified in Operative Agreements which will also identify the terms under which the CITY will be reimbursed for the asso- ciated costs. NOW, THEREFORE, the City of Huntington Beach agrees to pro- vide the following in support of the implementation of the Huntington Center Redevelopment Plan: SECTION 1. CITY shall provide the necessary staff support 1. to carry out the planning, engineering and administrative ac- tivities required to implement the Huntington Center Redevelopment Plan. SECTION 2. CITY shall assist the AGENCY in carrying out the acquisition of parcels needed to provide appropriate public improvements and bring about the necessary parcel consolidation as set forth in the development agreements which will be adopted for the area and convey said parcels and other appro- priate city-owned sites to the Redevelopment Agency at fair market value. SECTION 3. CITY shall assist in the construction of the required public improvements as set forth in the development agreements for the area. SECTION 4. CITY shall provide relocation advisory services and assistance to residential tenants and property owners dis- placed by the redevelopment activities within the project area. SECTION 5. CITY shall keep such accounting records as will enable the CITY and AGENCY to determine the actual costs in- curred and/or monies advanced in association with pursuing the implementation of Huntington Center Redevelopment Plan. SECTION 6. CITY shall be reimbursed for all costs incurred in carrying out this agreement with future AGENCY revenues and the AGENCY agrees to pay interest to the CITY at the rate of 10 percent per annum on the unpaid balance owed the CITY on the expenditures made. SECTION 7. This document has been authorized to be exe- cuted by action taken by the Huntington Beach City Council on the 16th day of September , 1985, by Resolution No. 5577 , and by the Huntington Beach Redevelopment Agency on the 16th day of September , 1985, by Resolution No. 125 SECTION 8. If any portion or section of this agreement is declared to be unconstitutional or violative of the California Community Redevelopment Law or other applicable laws of the 2. State of California, then only that section or portion shall be stricken as agreed upon by both parties. Such determination ofof unconstitutionality or unfeasibility shall not affect the remainder of the agreement. IN WITNESS WHEREOF, the parties hereto have executed this Operative Agreement No. 5 on the day, month, and year first above written. HUNTINGTON BEACH REDEVELOPMENT CITY OF HUNTINGTON BEACH AGD CY • Chairman Mayor ATTEST: APPROVED AS TO FORM: /-'/-e•-;;LCO Z<L' e Agency/City -Clerk Agency Counsel/City Attorney APPROVED: I ITIATED AND APPROVED: ief Executive fficer/ ty Director of City Administrator edevelopment • ahb; B/15/65 0730L/3702 a 3. • CITY OF HUNTINGTON BEACH '4!..F 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK DEED AUTHORIZATION_ This is to certify that the interest in real property conveyed by the deed dated from the CITY OF HUNTINGTON BEACH, a municipal corporation to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a governmental agency, is hereby accepted by the undersigned officer or agent- on behalf of Agency pursuant to authority conferred by Resolution No. !.S of the Agency adopted by its governing body on Sepielni4ft lit ,, and the grantee consents to recordation thereof by its duly authorized officer. - Dated: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Clerk Escrow No:, I — c Y �, — U 7 0 o• Loan No. WHEN RECORDED MAIL TO: PACIFIC COAST HOMES P.O. Box 7611 San Francisco, CA 94120 Attn.: Manager—Property Tax SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST,made , between The REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic herein called TRUSTOR, whose address is 2000 Main Street, Huntington Beach, California 92648 (Number and Street) (City) (State) FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and PACIFIC COAST HOMES, a California corporation ,herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale,that property in the City of Huntington Beach, • County of Orange ,State of California,described as: [See Attachment No. 1 Hereto] Together with the rents,issues and profits thereof,subject,however,to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents,issues and profits. For the Purpose of Securing(I)payment of the sum of S 926,000 with interest thereon according to the terms of•promissory note or notes of even date herewith merle by Truster, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Truster incorporated by reference or contained herein(3)Payment of additional sums and interest thereon which may hereafter be loaned to Truster,or his successors or assigns,when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described,Truster expressly makes each and all of the agreements, end adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A,and It is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in ell other counties August 18, 1964,in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county,namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1258 556 Kings 055 713 Placer 1025 379 Siena 30 1117 Alpine 3 130.31 lake 437 110 Plumes 166 1307 Siskiyou 506 762 Amador 133 435 Lassen 192 367 Riverside 3770 347 Selene 1237 621 Butte 1330 513 los Angeles T-0875 174 Sacramento 5039 124 Sonoma 2067 427 Cal 185 330 Madera 911 136 San Benito 300 405 Slanlalaw 1970 56 Colasa 323 ' 391 Marin 1849 122 San Bernardino 6213 765 Sutter 655 585 Contra Costa 4604 1 Mariposa 90 453 San Francisco A-504 596 Teharna 457 113 Del Nods 101 549 Mendocino 667 99 San Joaquin 2055 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 105 Fresno 5052 623 Modoc 191 93 San Mateo 4770 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 801 Ventura 2607 237 Humboldt 501 03 Monterey 357 239 Santa Clara 6626 664 Yale 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1630 607 Tuba 393 693 Inyo 165 672 Nevada 363 94 Shasta 000 633 Kern 3756 690 Orange 7182 10 San Diego SERIES 5 Book 1964.Page 149774 shell inure to and bind the parties hereto,with respect to the property above described.Said agreements, terms and provisions contained in said subdivision A and B,(identical in all counties,and printed on the reverse side hereof)are by the within reference thereto,incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein,and Beneficiary may charge for a statement regarding the obligation secured hereby,provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor,requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Sipnnollurs of Trndor STATE OF CALIFORNIA jas COUNTY OF I Agency Chairman , On , before me,the undersigned,a Notary Public In and for said State,per • sonority appeared Agency Executive Director personally known to me(or proved to me on the baste of satlafactory `ili$enC)* itG(:iijLrge... evidence)to be the person(a)whose name(c)la/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same. WITNESS my hand and official seal. ,0 r official Signature notarial..all 1158 (6/82) ' STATE OF CALIFORNIA ) . COUNTY OF ORANGE ) On 19 . before me, a Notary Public of the State of California. personally appeared . known to me to be the Chairman of the Redevelopment Agency of the City of Huntington Beach - - and Connie Brockway. known to me to be the Clerk of the Redevelopment Agency of the City of Huntington Beach and known to me to be the persons who executed - the within instrument of behalf of said public agency and acknowledged to me that such public agency executed the same. • • 7JA !) CITY OF HUNTINGTON BEACH EI INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH To Connie Brockway From Arthur DeLaLoza City Clerk Deputy City Attorney Subject Pacific Coast Homes Date September 19 , 1991 Deeds , etc. RLS #91-594 The above documents are being amended per your memo received September 3 , 1991 . Upon completion this week, we will forward for your execution, etc . Please advise if Pacific Coast Homes has provided us with the deed mentioned at paragraph d of your memo . Thanks . i /-- (Dictated but not read) ARTHUR DELALOZA Deputy City Attorney cc: Dan Brennan, Director of Real Estate Services 4,//4i e44, -, _•.„ 8 2 CITY OF HUNTINGTON BEACH cp INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH To Gail Hutton From Connie Brockway" City Attorney City Clerk Subject Exchange Agreement Date July 9, 1991 The Exchange Agreement between Pacific Coast Homes and the Redevelopment Agency was approved 7/1/91. At the meeting you announced a date change from 6/15/91 to 8/1/91. We are returning the two original agreements to you to make the changes. Also, on page 9 there is a space for initials that is not completed. Please inform Mr. Franz if the blank needs to be initialed. Two vice presidents signed for Pacific Coast Homes and normally your office requires a vice president and the secretary to sign. If the secretary should have signed, will you advise Mr. Franz to get the secretary's signature. On page 16 of one of the original agreements Mr. Uberuaga has signed but not dated and the second copy has not been signed. • 0994K • ,, In CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK July 12, 1991 Pacific Coast Homes 2120 Main Street, #260 Huntington Beach, CA 92648 Attention: Legal Counsel Dear Sir: The City Council of the City of Huntington Beach at its regular meeting held July 1, 1991, approved the appeal relative to General Plan Conformance No. 91-3(R) and the Exchange Agreement between PCH and the Redevelopment Agency. The Exchange Agreement has been forwarded to the City Attorney's Office for the date change and additional signatures. If you have any questions, please call my office at 536-5227. Sincerely yours, Zat4e/ Connie Brockway, CMC City Clerk CB:me 1125K (Telephone:714-536-5227) • REQI--ST FOR CITY COUP IL/ REDEVELOPMENT AGENCY ACTION Date June 17, 1991 Submitted to: Honorable Mayor and City Council/Redevelopment Agency Submitted by: Michael T. Uberuaga, City Administrator-7 Prepared by: Robert J. Franz, Deputy City Administrator Subject: Approval of Exchange Agreement Consistent with Council Policy? [X] Yes [ ] New Policy or Exception Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments: LIZ Statement of Issue: ���7/9�- 7/fig/ 1. In order to acquire property currently being used for Civic Center parking, City property located at Clay Avenue and Golden West Street (.28 acres) needs to be declared surplus and exchanged for the Civic Center property currently owned by Pacific Coast Homes. 2. A concurrent issue is the acceptance from the Huntington Beach Company of a long, narrow remnant parcel due to realignment of Mansion/Yorktown and located south of this right-of-way and presently used as part of the City parking lot, located north of the City Hall. Recommendation: 1. Approve the transfer of the Clay property from the City to the Redevelopment Agency for appraised value. 2. Approve and authorize the Mayor and Clerk to execute the Exchange Agreement between Pacific Coast Homes and the Redevelopment Agency. 3. Accept deed granting remnant parcel from the Huntington Beach Company to the City of Huntington Beach, no reimbursement. Analysis: The City of Huntington Beach acquired Parcel AP #110-200-30 located on the north west corner of Clay and Golden West from the Huntington Beach Company, with no money exchanged, for the City's release of interest in the Reservoir Hill property. The Clay property was originally acquired on February 29, 1988 for a water pump station, which was subsequently located more conveniently at the City's Water Division Yard on Garfield and Huntington. The vacant and undeveloped Clay property thus became surplus property to the City. An appraisal dated October 25, 1989 gave this 0.281 net acre parcel a value of $245,000. As part of the Civic Center Redevelopment area plan, a parking lot was constructed east of City Hall, a portion of which is located on property owned by Pacific Coast. Homes ("PCH"). PCH is willing to exchange their .770 net acre parcel valued at $671,000, by an appraisal dated October 25, 1989, for the City's parcel on Clay street, together with the cash difference in the value of these two properties. The cash difference will take the form of a trust deed in this transaction and will be paid from future tax increment revenue from t:he Yorktown/Lake Redevelopment Project area. • SURPLUS CITY,PROPERTY To implement this exchange, the City parcel being surplused must first be transferred to the City Redevelopment Agency, then an exchange agreement be approved by the Agency and PCH. Funding Source: Yorktown/Lake Redevelopment Agency future tax increment funds ($426,000) and exchange of Clay property, Alternative Action: Determine n funding Spruce to pay full cash value of $671,000 to PCH for the Civic Center parcel currently used for a portion of the parking lot. Attachment; 1. , Maps of Clay property and Civic Center property. 2. Exchange Agreement between PCH and Redevelopment Agency, I ' —2- 0123U ___ CI) Public Parking - 14 6 1- 0 R K --/- 0 City Vehicles Onl. i N 0 Public Parking Only -'-- , 0. C1) Elected Officials rwricm.k-r-, -7'.--. 0 '\ 7411 -k. 0 Depar b-n-ent Heads ,...,,‘•• ...•••"..""::g::•q.':ft..n..-:..-:•3-.. .. '-' :"• — •:,-,...-fi'''Zi:t.'NE:P:i:............. ..... c 11-••! :.::At..?,'::''.:'. ' '1A- '1,0 . .,--.... - -...... •cl.•N::•:::.-*....:"..!!:,!:'''.i::i...--.. . ''.I Ai:*"::.::%': :::,.....,, Al \_.,&\ (/ 0 Division Heads 1:-.11- ,,,,,-:.-,..,:--::::.:.--4.:*-4::::5-,•..,p--.......-::e.,.: ::.::'•••:' . -::.--::: '':••••:§::i:•:•. ;• s...„:f.-A'-:.1-: .) -:::.••••:••••§:',..::"::?:"':-:::::<' 's:..:-::::';$0':'.:• :.--:: ::''::,:-::„._L>v-,:••••••• '••:::*-:-.::::.: -..-'..::.-;:•••:::;4-.':e.:::•.:*:-.::'!::.:''.V'ii::-:::::::::.:.:.-:::Eif..-21:::•>.., . i ,'.... ..4::....:'...:;;•:NiKs:''::.:.....-1,0,M •-:;-:,•••••••...''''.4;'-ii:::;-:'...f:•::::'''..Q::s..Wei.;:...e:M2:!:•%..:„::.:'.:::..;:4/110ii:,-:mk, • e\ !...;:;...::1'11:': ::•:WQ4.W...,...AT ')!-, :'*••••• • '''::,::':g .::',.:::',i$E.:.' %..M.D....'VA-W..-:::::!:g.::.:g:';':.",,, 0 Special PeZ-mit Only (Poi-Kg) . ' •,;.::.••:::i.:p..,:-...;'::/-k;;:s,Art•-'.-t--:::,::NP: N‹,'••••••' '''''''••••ii.:-..?-::•-•;'''.:•.':•1§:... Van...,*-.':'i§:k::-.0'-.::,'•'.;.:W.:::.. '''';->„, ,...::,::: ..z..„,:i::..;.:.,-,-::-..::WO:r.E: :::••••:.;::::.'::frz-!.._:...:;e::.....W:;":AV fc'''siiM t.. :- .. ::$:1:-:::::%••:::•',•:•'''§:•":: :..:::1X-'•i.:i ..... :::::i.:.:'.;.:'•'4':-•::..;$:•;:.'.•::•:•!:::• .. ."" :-., :...•-•::.:•!:•:•••;:.::::;:.:.:"!...:-.01• '''..• •'''''•4'' •'-''''"*.s.'-'• •••• ••••'"• (i) Carpool Vehicl'es Only‘11 :::4'-'.. ....r.a...;.'„. ..„'N-. .;:,:.....;: :,:W:.""'' ::ii:CZY:3:;:•..!:Mi:i;.:••.ii 1.::• •••• '.';':-." irs:.:'•-:••. .::.:-.........;',i:, ...--:•x:M:5,•••••.„s.:...,:.i.,..,i- ,••..----:::-:4:.:- :,•-:.,„ . ,.,".....:0.;:0::;:4,i.ti...::.:;•;::::',.......,,.. ...:,......„. ..... ... . .....„ ....„,.„ , .„.... ............... , r c•-Nr r..,mc ... ... ....• .•.......-.... - •..........• .„. a x •:\A..'.."44.::::..::*4 .'•:::::... .:••';''.9i:::: e..:.:':';:;>.4":%';::tii.:.6"............................................ 19(-; '— • - iii z:AIL I Ali.*::' .:.:i. •••i••••• i•:;;.;: • :;:•.•:::/.'- r , ,-.-: -•- 1 C) . PaAxcp111,4c,tee,mo A,,,,T cl-tidvini:S L___) CEWrER. Fa,ER KING is.: :;aA"'..." .. 0 — • IC/N.}.4 I- ------4 . ..::.:..•:::: :::'' ::,_:,:' ,'. .•‘. e ..?..•::'..,.... L.0 'T- - 04 • ;±;_:.:.:......:::. ._._,. .,.„4*.4.,„.:....1...... .. N% . •40AIIP:APV•;Ki. . _ r*:'"..-: ....... • ••• . •.-.- • • ika. 71 H ..:::::;:*:::::.:.... .::-:•::. __I\ i, --'k 'sM C I:rf.... frt t1/4,L L :. . . s: .-::::::•X'':' ;..5: •-....**NY —' $:•‘„V••••-....••,....*,seik *..-,...?4:'....„,..,‘,,,,..----.- "4:-:. tmg" ...:.:.,:•s. ..-",--46, 4"•----'4Js.':...,;- •• •-:-: -.--i.: ;.,11. X. • ,124,.., ••••••••••••*,..:..fr%4'...f.,:.v‘c:...s:,: s•••r'si: ;•.::::.• :•:i4 .....•.... ..:s:' —1 :,...f-. i.....i: ,it-t: .-4---- ?•••:•. :•.‘•••.,-;a1:::.T,0••._.•:4:%Ki•:.4,10 ...:. 0 '. • • • ( ,::-.: :;,:-: ar .......Ter.i,:•-•tv•••:•:;:,:iW.•;:',4'.::, g§;•W ,c%.7„0, - •- _,„•_."VYS Silk-- . LI 1 '..". ....r. V.St.nb%V,,S..4 LVE*4 ) "Al.. , r 0 L I C r p c....f7:11. 3 .......„,..... n . 0 \ 74EgtPERPOPORtiktft ,..,/ .. . 0 cri -------7 Ni.• , - . J ., ,-7--- • • • - ,I I‘ I — I � v ( .:..1: � 1 - 'r • 1 r:';; L1 _ • STREET J -1 ( - I Ifirtf4 .., '{J'; ,., tire_ _ , , •. • • • • y )•� ,j• i. WI • 1/.7l�T'Y n".`�'' . 2/1' • ....r..• .--• . . • 7:. . . .r:r.. ..• .'''.:: '-' Oik D i..�T•�: r.�•.r `••• ,' .r'• '`M1 .F' V• n.. lf.. L L JJ' •(') Yyb'.��. '.•,•, .'.•r tiro ``, 3 .• 'L-.•ir; r:? 1ti. • r :;t}` • !IL„, ,..,..c, `r,v • LL ...-.. J,`n `,`•,'ti(Y-'r14 ,- :_:. • \,- _ _'. b • , . ' + '`{' i fi+ •i: •1� :!: -'� ,r-Sy▪r•S1. • , ; _ . - •• .-,. i-v �: i� ' '( (��]] ,�,�• ` Fr{,S•, • •iL`.,•'";• _ }•-.\:'-•�`/._:'..t_-.•- • r.-' • • . . -)' • omt. 's . .% ; .. • ( �(_ y .t • ••�. - •i27{r>i�, � i.%• rr- `7: -C "%-, •``1- • 7, . -C JT l{ y : 4•�7: • S ..� /i( . 'C ';7fiJCti �fLS�f!:j 1�� . _ ' c:�� t • • • • • • • • ••• •�??(cYY \ � J'•' -. ')' + t't y ' firTS n �� ,., ^J • . f :,f.•;:j`'ray /,'':• - '�`- • '• . ;(,i : :j'a -i : 5 •'/� >"S••1, 11^ -::•';'{J ,`:.�.-:. ••• .'" .: - . ` - •- •1 : fn .X . ' i-Yt ''� •' • • 1. ' '• :(•F- 2.3 :•-6fi..)::?ii.'"'..i--Z7‘e tv.r....,,Lr:...::),,,,_...,,,.,;-.-N-s-„,., ..). ,....,c2. ,,.\:..,....:...-.,;..:.:_..).‘.,.:.. 2 --is 4 ''••-••• -..•- ,., f�3/•.' 1', �' `' �'�, 4•r•1 ' •< 4•C�l•"('ti'�—y•'• 1)��.-r. ., z-;,t3-.,^I• '-e^:•-Jtt*{:':'G,�. • -• ', •-.J -,•• - �—•— �ri•• l y, `-.S• . /�f..?fr�t. %'-,i r •- i'V:•r.:•. -J' ram• t X ' •\ :;r_ .f:•- ,, • lit ry :::;• .••��rS`•�:'Y fr•k11. ; 74. 6I ,4C. ; %• ,: • - ., , • ����� :',.:,‘-.•i. ,: •Tt _a 'YS:• ,, ••.�•f.. _lam'` - _ •_• •. - - , • ;,• • • • ...._...-__ ,.......• ::))..•••• • . ,c--*.jc;).•_,../..",,I;;S),•212..;.7A-(,-3:k..-,:.?-4•Z) :"'•;..:1;...-.• -,,..- :,.• • ...:-.:_.: ••..•.2'',:''• ''••• '. .- : •----:• •. ••• --- • • • • • ._.::••r:..,>':'f •!• i•/..•:^,'.Jam•,,••- •• ,:P'' • . .. / P: .: 4r; F' • ' SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on an EXCHANGE AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and PACIFIC COAST HOMES This summary report has been prepared for the Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Exchange Agreement ("Agreement") between the Agency and Pacific Coast Homes ("Participant"). The Agreement requires the Agency to acquire the 0.770 net acre/1.105 gross acre parcel owned by Pacific Coast Homes, which will then be used to provide parking to serve the Redevelopment Agency as part of the Huntington Beach Civic Center complex. The Agency compensation to the Participant for the conveyance of this property consists of the exchange of a 0.281 net acre/0.6192 gross acre parcel of land within the City of Huntington Beach, plus monetary consideration. This report describes and specifies: 1. The cost of the proposed Agreement to the Agency, including land acquisition costs, closing costs and parking construction costs; 2. The estimated value of the interest conveyed, determined at the highest uses permitted under the Redevelopment Plan; 3. The value of the interests being conveyed by the developer in exchange for the Agency property. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. - 1 - A. SALIENT POINTS OF THE AGREEMENT 1. Participant Responsibilities Under the proposed Agreement, the Participant agrees to convey the .770 net acre /1.105 gross acre parcel of land located at Lake Avenue and Seventeenth Street to the Agency. 2. Agency Responsibilities The Agency is responsible for and shall commit to purchase the .281 acre City owned parcel located at Goldenwest Street and Clay Avenue. This parcel shall then be conveyed to the Participant as partial compensation for the Participant parcel at Lake Avenue and Seventeenth Street. The Agency shall also deliver a promissory note to the Participant in the amount of $426,000. This promissory note shall accrue simple interest at 10% per annum. The annual debt service payments shall be set equal to 75 0 of the property tax increment, excluding the 20% housing set-aside allocation, until such time as the principal plus interest is fully repaid. B. COST OF AGREEMENT TO AGENCY The estimated costs of the Agreement to the Agency are as follows: Acquisition of City Parcel $ 245,000 Promissory note - Principal 426,000 Promissory note - Interest (1) 213,230 Closing costs (2) • 2,000 Parking construction costs 189,043 Total Agency Costs $1,075,273 (1) See Table 1 (2) Consists of escrow fees, real estate transfer tax, Quit Claim deed recording and title insurance. - 2 - C. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED TO THE PARTICIPANT DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The determination of the estimated value of the property to be conveyed to the Participant pursuant to the proposed Agreement was made by Mark W. Linnes, in a highest and best use appraisal dated October 25, 1989. The total value of the property being conveyed to the Participant is estimated at $245,000. In addition, the Participant will be the recipient of a $426,000 promissory note. Thus, the total value of the interest being conveyed to the Participant is $671,000. D. PURCHASE PRICE PAID BY PARTICIPANT AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOPMENT PLAN The Participant is receiving property and monetary consideration with a total value of $671,000. In return, the Participant is conveying a .770 acre parcel to the Agency. In a highest and.best use appraisal prepared by Mark W. Linnes, dated October 25, 1989, the value of the .770 acre parcel was determined to be $671,000. Therefore, the compensation being provided to the Agency is equal to the value of the interests being conveyed at the highest use under the Redevelopment Plan. 0153U - 3 - 0 A TABLE 1 ' LOAN AMORTIZATION SCHEDULE PACIFIC COAST HOMES SITE . YORKTOWN/LAKE REDEVELOPMENT PROJECT AREA. HUNTINGTON BEACH, CALIFORNIA , BEGINNING DEBT SERVICE_ INTEREST OUTSTANDING PRINCIPAL ENDING DATE BALANCE PAYMENT (1) DUE INTEREST REDUCTION BALANCE 8/91 $426,000 $7,396 $12,425 $5,029 $0 $426,000 8/92 426,000 53,983 47,629 0 6,353 419,647 8/93 419,647 68,501 41,965 0 26,537 393,110 8/94 393,110 89,911 39,311 0 50,600 • 342,510 8/95 342,510 150,000 34,251 0 115,749 226,761 8/96 226,761 150,000 22,676 0 127,324 99,437 8/97 99,437 109,381 9,944 0 99,437 0 8/98 0 0 0 0 0 0 • 8/99 0 0 0 0 0 0 8/2000 0 0 0 0 0 0 8/01 0 0 0 0 0 0 8/02 0 0 0 0 0 0 8/03 0 0 0 0 0 0 8/04 0 0 0 0 0 0 8/05 0 0 0 0 0 0 8/06 0 0 0 0 0 0 8/07 0 0 0 0 0 0 0 8/08 0 0 v 0- n v 8/09 0 0 0 0 0 0 8/10 0 0 0 0 0 0 8/11 0 0 0 0 0 0 8/12 0 0 0 0 0 0 8/13 0 0 0 0 0 0 8/14 0 0 0 0 0 0 8/15 0 0 0 0 0 0 8/16 0 0 0 0 0 0 • 8/17 0 0 0 0 0 0 1) MAXIMUM PAYMENT IS EQUAL TO 75% OF PROPERTY TAX INCREMENT EXCLUDING 20% HOUSING SET ASIDE • NO INCREASE IN ASSESSED VALUE PROJECTED AFTER FY 1994/95 SOURCE: KEYSER MARSTON ASSOCIATES, INC. MARCH, 1991 Authorized to Publish Adveaisernants of as kinds including public notices by Mcrae of the Superior Court of Orange County. Callorris. Number A-6214. September 29, 1961. and A-24831 June 11. 1963 STATE OF CAUFORNIA County of Orange PUBLIC NOTICE NOTICE OF I am a Citizen of the United States and a JOINT PUBLIC HEARING resident of the County aforesaid: I am over the OF THE age of eighteen years, and not a party to or CITY E REDEVELOPMENT interested in the below entitled matter. i am a AGENCY EXCHANGE principal clerk of the ORANGE COAST DAILY AGREEMENT BY AND BETWEEN THE PILOT, a newspaper of general circulation, REDEVELOPMENT AGENCY OF THE printed and published in the City of Costa Mesa, CITY OF County of Orange, State of California, and that HUNAND P AC AND attached Notice is a true and complete CO as COAST HOMES p copy (Yorktown-Lake wasprinted andpublished in the Costa Mesa, Redevelopment Project Area) Newport Beach, Huntington Beach, Fountain On Monday, June 17, at 7:00 P.M., or as soon Valley, Irvine, the South Coast communities and thereafter as the matter may be heard, in the City Laguna Beach issues of said newspaper to wit Council Chambers, Hun- tington Beach City Hall lo- cated at 2000 Main Street, the issue(s) of: Huntington Beach, Califor- nia, the City Council of the City of Huntington Beach and the Redevelopment Agency ("Agency") of the City of Huntington Beach, May 31, 1991 will hold a joint public hear- ing to consider an Ex- change of Real Property Agreement to be entered June 6, 13, 1991 into between the Redevel- opment Agency of the City of Huntington Beach and Pacific Coast Homes, ex- changing property located at the northwest corner of Clay Avenue and Golden- west Street and property located within the Yorktown-Lake Redevel- opment Project Area on the west side of Lake Street between Yorktown Avenue and Park Street, (Legal De- scription on file in the City Clerk's office.) The pro- posed Agreement and fi- nancial report required by California Health & Safety Code Section 33433 are available for public inspec- I declare, under penalty of perjury, that the tion at the office of the City Clerk at 2000 Main Street, foregoing is true and correct. Huntington Beach, Califor- nia. Further information concerning this matter may C June 13, 1 also be obtained by con- Executed on 199 tatting Dan M Brennan, Di- rector Real Estate Services, at Costa Mesa, California at(714)536-5544. By: Connie Brockway, ; City Clerk/Redevel- opment Agency Clerk, City of Huntington Beach Signature • Published Orange Coast, Daily Pilot May 31, June 6,1 13, 1991 ft523 564' PROOF OF PUBLICATION NOTICE OF JOINT PUBLIC HEARING OF THE CITY COUNCIL/REDEVELOPMENT AGENCY EXCHANGE AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND PACIFIC COAST HOMES cyoRk-itwv\_ Loock-e,„ 42.444,4a,tarliaiir pale-fa/Lac-) /17 On Monday, June', at 7:00 P.M., or as soon thereafter as the matter may be heard, in the- City Council Chambers, Huntington Beach City Hall located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency ("Agency") of the City of Huntington Beach, will hold a joint public hearing to consider an Exchange of Real Property Agreement to be entered into between the Redevelopment Agency of the City of Huntington Beach and Pacific Coast Homes, exchanging property located at the northwest corner of Clay Avenue and Goldenwest Street and property located within the Yorktown-Lake Redevelopment Project Area on the west side of Lake Street between Yorktown Avenue and Park Street, (Legal Description on file in the City Clerk's office). The proposed Agreement and financial report required by California Health & Safety Code Section 33433 are available for public inspection at the office of the City Clerk at 2000 Main Street, Huntington Beach, California. Further information concerning this matter may also be obtained by contacting Dan M. Brennan, Director Real Estate Services, at (714) 536-5544. By: Connie Brockway City Clerk/Redevelopment Agency Clerk • City of Huntington Beach l 6/4 6/43 Publish: May 4 & 2f, 1991 0153u NOTICE OF JOINT PUBLIC HEARING OF THE CITY COUNCIL/REDEVELOPMENT AGENCY -.-0-1 R✓ EXCHANGE AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND PACIFIC COAST HOMES On Monday, June 3, at 7:00 P.M., or as soon thereafter as the matter may be heard, in the City Council Chambers, Huntington Beach City Hall located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency ("Agency") of the City of Huntington Beach, will hold a joint public hearing to consider an Exchange of Real Property Agreement to be entered into between the Redevelopment Agency of the City of Huntington Beach and Pacific Coast Homes, exchanging property located at the northwest corner of Clay Avenue and Goldenwest Street and property located within the Yorktown -Lake Redevelopment Project Area on the west side of Lake Street between Yorktown Avenue and Park Street, (Legal Description on file in the City Clerk's office). The proposed Agreement and financial report required by California Health & Safety Code Section 33433 are available for public inspection at the office of the City Clerk at 2000 Main Street, Huntington Beach, California. Further information concerning this matter may also be obtained by contacting Dan M. Brennan, Director Real Estate Services, at (714) 536-5544. By: Connie Brockway City Clerk/Redevelopment Agency Clerk City of Huntington Beach Publish: May 19 & 26, 1991 0153u SUMMARY REPORT PURSUANT TO SECTION 33433 of the • CALIFORNIA COMMUNITY REDEVELOPMENT LAW on an EXCHANGE AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and PACIFIC COAST HOMES This summary report has been prepared for the Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Exchange Agreement ("Agreement") between the Agency and Pacific Coast Homes ("Participant"). The Agreement requires the Agency to acquire the 0.770 net acre/1.105 gross acre parcel owned by Pacific Coast Homes, which will then be used to provide parking to serve the Redevelopment Agency as part of the Huntington Beach Civic Center complex. The Agency compensation to the Participant for the conveyance of this property consists of the exchange of a 0.281 net acre/0.6192 gross acre parcel of land within the City of Huntington Beach, plus monetary consideration. This report describes and specifies: 1. The cost of the proposed Agreement to the Agency, including land acquisition costs, closing costs and parking construction costs; 2. The estimated value of the interest conveyed, determined at the highest uses permitted under the Redevelopment Plan; 3. The value of the interests being conveyed by the developer in exchange for the Agency property. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. - 1 - A. SALIENT POINTS OF THE AGREEMENT 1. Participant Responsibilities Under the proposed Agreement, the Participant agrees to convey the .770 net acre /1.105 gross acre parcel of land located at Lake Avenue and Seventeenth Street to the Agency. 2. Agency Responsibilities The Agency is responsible for and shall commit to purchase the .281 acre City owned parcel located at Goldenwest Street and Clay Avenue. This parcel shall then be conveyed to the Participant as partial compensation for the Participant parcel at Lake Avenue and Seventeenth Street. The Agency shall also deliver a promissory note to the Participant in the amount of $426,000. This promissory note shall accrue simple interest at 10% per annum. The annual debt service payments shall be set equal to 75% of the property tax increment, excluding the 20% housing set-aside allocation, until such time as the principal plus interest is fully repaid. B. COST OF AGREEMENT TO AGENCY The estimated costs of the Agreement to the Agency are as follows: Acquisition of City Parcel $ 245,000 Promissory note - Principal 426,000 Promissory note - Interest (1) 213,230 Closing costs (2) 2,000 Parking construction costs 189,043 Total Agency Costs $1,075,273 (1) See Table 1 (2) Consists of escrow fees, real estate transfer tax, Quit Claim deed recording and title insurance. - 2 - C. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED TO THE PARTICIPANT DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The determination of the estimated value of the property to be conveyed to the Participant pursuant to the'proposed Agreement was made by Mark W. Linnes, in a highest and best use appraisal dated October 25, 1989. The total value of the property being conveyed to the Participant is estimated at $245,000. In addition, the Participant will be the recipient of a $426,000 promissory note. Thus, the total value of the interest being conveyed to the Participant is $671,000. D. PURCHASE PRICE PAID BY PARTICIPANT AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOPMENT PLAN The Participant is receiving property and monetary consideration with a total value of $671,000. In return, the Participant is conveying a .770 acre parcel to the Agency. In a highest and best use appraisal prepared by Mark W. Linnes, dated October 25, 1989, the value of the .770 acre parcel was determined to be $671,000. Therefore, the compensation being provided to the Agency is equal to the value of the interests being conveyed at the highest use under the Redevelopment Plan. 0153U - 3 - • , ' TABLE 1 • ' LOAN AMORTIZATION SCHEDULE PACIFIC COAST HOMES SITE YORKTOWN/LAKE REDEVELOPMENT PROJECT AREA. HUNTINGTON BEACH, CALIFORNIA .....r_ ►-r BEGINNING DEBT SERVICE INTEREST OUTSTANDING PRINCIPAL ENDING DATE BALANCE PAYMENT (1) DUE INTEREST REDUCTION BALANCE 8/91 $426,000 $7,396 $12,425 $5,029 $0 $426,000 8/92 426,000 53,983 47,629 0 6,353 419,647 8/93 419,647 68,501 41,965 0 26,537 393,110 8/94 393,110 89,911 39,311 0 50,600 342,510 8/95 342,510 150,000 34,251 0 115,749 226,761 8/96 226,761 150,000 22,676 0 127,324 99,437 8/97 99,437 109,381 9,944 0 99,437 0 8/98 0 0 0 0 0 0 8/99 0 0 0 0 0 0 8/2000 0 0 0 0 0 0 8/01 0 0 0 0 0 0 8/02 0 0 0 0 0 0 8/03 0 0 0 0 0 0 8/04 0 0 0 0 0 0 8/05 0 0 0 0 0 0 8/06 0 0 0 0 0 0 8/07 0 0 0 0 0 0 8/08 0 0 0 0 .t. n 8/09 0 0 0 0 0 0 8/10 0 0 0 0 0 0 8/11 0 0 0 0 0 0 8/12 0 0 0 0 0 0 8/13 0 0 0 0 0 0 8/14 0 0 0 0 0 0 8/15 0 0 0 0 0 0 8/16 0 0 0 0 0 0 • 8/17 0 0 0 0 0 0 1) MAXIMUM PAYMENT IS EQUAL TO 75% OF PROPERTY TAX INCREMENT EXCLUDING 20% HOUSING SET ASIDE - NO INCREASE IN ASSESSED VALUE PROJECTED AFTER FY 1994/95. SOURCE: KEYSER MARSTON ASSOCIATES, INC. MARCH, 1991 REQUEST FOR CITY COUNCIL ACTION Date November 13, 1989 Submitted to: Honorable Mayor and City Council Submitted by: � Paul E. Cook, City Administrator f,C- Prepared by: Louis F. Sandoval, Director of Public Works JM APPROVED BY CITY COUNCIL Subject: CITY HALL PARKING LOT, LICENSE AGREEMENT �/ - 422.- 0 1941 ��• T CLERK Consistent with Council Policy? [ ] 'Yes [ ] New Policy or Exception --- Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments: Ati STATEMENT OF ISSUE: Approval of the agreement for use of and reimbursement of costs for the parking lot at the east side of the City Hall. RECOMMENDATION: Approve the license and option agreement between the city and Pacific Coast Homes, Inc. for the Civic Center Parking Lot. ANALYSIS: The City has need of a parking lot for public parking and the vehicles of the city, its employees and guests. The Huntington Beach Company has agreed to allow the city to license and option to purchase or exchange for the land, and the city's fee for the license and option is payment of costs to reimburse the Huntington Beach Company for improvements to develop the parking lot, plus a 15% supervision fee, not to exceed $30,000. The costs the city pays will not be considered in an eventual sale or swap. The Huntington Beach Company will not be credited with the enhanced value of the land in an eventual sale to the city. Most of the improvements are in place; lighting and landscaping remain to be done. The duration of the license and option is until December 31, 1990, in order to allow time for the city to consider acquisition of the property, by purchase or exchange. Total reimbursement shall not exceed $220,659. FUNDING SOURCE: Yorktown/Lake Redevelopment Funds. ALTERNATIVE ACTION: Purchase the property now or reject the license agreement. ATTACHMENT: License Agreement. LFS:WAP:lw 2237g nir c IOC ) Public Parking - Permit Exempt Y O IZ K 7- O • IC ) City Vehicles Only W N 3O Public Parking Only • CNTIC\1 O 0 4O Elected Officials I '=�;,••: .. <„; .. :. r v . 5� Department Heads I �%?": 'fit,, .?`';t•A,`:•. .•ti:' •'�v:.^,•+. :., <v {`" .: ▪ •.; 6 Division Heads '•+•a'`ip fvi :i✓:'•i''>L•,: ` .:1 ▪ +.fi.•,+ ••;,' �•.:c�'•k.:• ::�^::. • I .`: v>Y} ,.]..V+: •▪;:�▪ • ;`: <:>., '>�:., F• 7 SpecialPermit Only (Police r'�• �:{:}' ::.%: ; : :. :•:{::: .:�• ` +:,4.: ;,�; .FL�-t O De' ;:ram:'• : :`�:: "' k ... . t—I { �''.x: .. • ,.>`.`i�6>e` '•4`;•: i:ir::S:; k@:r ?'Ati,':.^•?{x`.', .'t •,,: ���,�!� r'Vv. rity'. M .• .:F,...,..}' .}. .l:v,. .:M.�i' In I >:`. r..Y,}t.`'• •'':,4Y.i{.• .v :{:] iji' :. :':.. :�:Yv L\'•:{•rr•:•'•• .,.... ��,. :^; «; ▪ Y'' ..v ,, ` „•:•:..: , : : ;r4::>.:.].? } ;L] 8 Carpool Vehicles Only' '•}ti{•ti:�,`: • ••r• ``.J} + FY t. �..vti.:'r.y ".,s+ .'''..?'"A'H:vv•A...-.-.,,.k.....::::i::::.,...,:•••;•:••1 t:: .ii::•-::•,::::::\ •••..,, v:?..::,..*,. K : .*:::▪:•: . ...:•:::::::5::-:•'::•:• •••••••::4P.:0::::t.';::• •••C::;.•::•:.:47:•fig..:11.00.i:;::::.:::Aigt___y ,i rNTV NC:-_•_ PACIFIC COAST 1iDN1ES `V L '� (____ ------ m N,v,r "---4 ••::::::: •=z-;) ' te,... C E IATE PZ FIAR K I tsl , --' ( EXPArtstOM or C tvtc :� ;:.=is ;�'::. ;'i..i:: • Z • • ::Y:ti • � :+ it'l� ' ,tis�l`iii:.:: , • -C ciTY_ m!.LL :• 3g L.Q� s.`~? :•rr ?tM:t:':"::::• {t}i.5. .� hV 11 J,�r. poW \\" :`neat:...:.,.,:::.:.,:AP •:.,:A t,\t.,."•c•, tt;.,•,,, 'i•. .•:t•:g'i• i::;b w;t. ..;,i,ti•.:,.,t•1.. • • 1:'.; `� ..s;ti.:.ttti::yt:y.'.i tt.. ... Arat :LM ::i6Ytli • tact:::... ::ir:::.••::-rtw,'`.•:'�M �;x,:,.i; ::%;:it;,.;•:<te:t.••`:t1;i:,• is tatµ p a t „la litti$14::;:::1 44.::::.:14.4.4.3.....4.:::',...t............f.4.4.443.r:isi © 1' O rhfrrAucrJ r!\K K 7 T Ic r•r-T L. -. ., J. r ,.. , ', y QT So . T ,-- Recording requested " and return to: Office of the }y Clerk 90�-Q44942 City of Huntin n Beach ° { XEMPT ] 2000 Main Street C14 Huntington Beach, CA 92648 LICENSE AND OPTION AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PACIFIC COAST HOMES FOR A CIVIC CENTER PARKING LOT This License and Option Agreement is made by and between the City of Huntington Beach ("Licensee") and Pacific Coast Homes, a California corporation, ("Licensor") . RECITALS WHEREAS Licensee wishes to use certain real property more particularly described in Exhibit "A" hereto (the "Property" ) owned by Licensor as a Civic Center parking lot and Licensor desires to allow such use, NOW, THEREFORE, in consideration of the foregoing, payment of the costs of improvement as a parking lot, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : 1 . PERMISSION Permission is hereby given by Pacific Coast Homes, to City of Huntington Beach, its authorized employees, agents and contractors, to enter upon and use the real property located at the corner of Lake and Yorktown, Huntington Beach, California, more particularly described on Exhibit A (hereinafter referred to as the "property" and the "premises" ) , owned by Licensor, for the purpose of parking vehicles for the public and the employees of the City of Huntington Beach. 2 . CONDITIONS The right of entry on said real property is subject to the following terms and conditions : This document is solely for the official business of the City of Huntin ton Beaci2, as cent, plated under Govo,:n::ont Code _1 _ Sec. 6103 and should be recorded free of charge. A. Hold Harmless . Licensee agrees to indemnify, defend and hold Licensor, Licensor Corporation, their employees and agents, and all other parties having an interest in the Premises (hereinafter the "Indemnitees") , harmless from and against any and all claims, demands, actions, causes of action, losses or liabilities for injury to or death of persons, or for damage to or destruction of real or personal property, or for civil penalty (but not criminal penalty) , including injury to or death of any personnel of Licensor or Licensee or of any other persons, and including damage to or destruction of the Premises, Licensee or other parties, arising out of or in any way connected with the rights permitted hereunder. Such indemnification shall not include such injury, death, damage or destruction as may be caused, directly or indirectly, solely or contributorily by the active or passive negligence of Licensor, its employees, agents, and independent contractors . In the event any claim is asserted or action instituted against Licensor, its employees or agents or against other parties to which this indemnity applies, Licensee shall immediately upon receipt of notice of such claim or action assume and pay for the defense of the indemnified party, and shall satisfy any judgment against the indemnified party that may be rendered. In the event of damage to or destruction of the Premises, Licensee shall forthwith restore or replace the Premises, or at the indemnified party' s option shall pay the replacement value of the Premises . -2- B. Insurance. In addition to the obligations of Licensee in Paragraph A above, Licensee shall obtain and maintain the following insurance coverage or self insurance, at all times while occupying the Premises : (1) Contractual liability to cover liability assumed under this Agreement; and (2) Comprehensive general liability including personal injury and property damage liability. The limit of liability for such insurance shall not be less than One Million Dollars ($1,000, 000 . 00) to indemnify against the claim of one or more persons. The insurance required under this Paragraph 2 herein shall protect Licensor against any liability to any person or persons, arising out of or in any way connected with the exercise of any of the permission granted hereunder. Pacific Coast Homes shall be named as an additional insured in such policy or policies and such policies or certificates thereof, endorsed "Premium Paid, " shall be delivered to Licensor ' s Project Manager prior to the exercise by Licensee of any permission granted hereunder . Licensee shall obtain the written agreement of the insurers to notify Licensor, in writing, prior to any cancellation of such policy. It is expressly understood that the fulfillment by • Licensee of this obligation under this paragraph is a condition precedent to the exercise by Licensee of any privileges herein contained. -3- C. Release. Licensee hereby releases and forever discharges the Indemnitees of and from any and all claims, demands, actions or causes of action whatsoever which Licensee may have, or may hereafter have, against the Indemnitees specifically arising out of the matter of the entry of Licenseeonto the Premises . This is a complete and final release and shall be binding upon the undersigned and the heirs, executors, administrators, successors and assigns of Licensee and covers claims arising out of or connected with Licensee' s use of the Premises . Licensee hereby expressly waives any right under or benefit of any law of any jurisdiction whatsoever providing to the contrary. Neither the acceptance of this release nor any payment made hereunder shall constitute any admission of any liability of Licensor. D. Workers ' Compensation. Licensee agrees to comply with all applicable state and federal labor laws and to open and maintain in effect Workers ' Compensation Insurance as prescribed or permitted by law. Licensee' s insurance shall contain a waiver of subrogation against Licensor. E. No Waste, No Liens. Licensee shall not alter, damage or commit any kind of waste upon the Premises or any improvement, equipment or personal Property thereon and shall not interfere in any manner with the operations or activities of Licensor. Licensee shall not cause any workmen' s or materialmen' s liens to be placed upon the Premises and agrees to indemnify and hold Licensor harmless against any such liens including but not limited to the payment of attorneys ' fees . -4- F. Equipment, Animals . Licensee shall keep any equipment used or brought onto the Premises under its absolute and complete control at all times and said equipment shall be used on the Premises at the sole risk of Licensee. Licensee shall bring no animals onto the premises . G. Labor and Materials . Licensee agrees to furnish all labor, tools equipment and materials for the performance of the work done by it in connection with such use and to pay all taxes assessed on wages for said labor and to make any and all reports required in connection therewith. H. No Liens . Licensee agrees that all work done or undertaken by it on the Premises shall be for its sole account and not as an agent, servant or contractor for Licensor and to indemnify and hold Licensor and the Premises harmless from and against all claims or liens of workmen and materialmen. I . No Assignment. Licensee agrees that the permission herein extended shall be personal to it and that it shall not assign or permit any third party to avail itself of any of the privileges granted hereunder. 3 . NO TITLE No interest of any kind is hereby given and Licensee shall never assert any claim or title to the Premises except as reflected in Section 5 below. 4 . TERM Licensee acknowledges that the permission granted hereunder shall terminate effective December 31, 1990 . -5- 5 . IMPROVEMENTS Licensor agrees to construct a parking lot on the property in accordance with the design attached as part of Exhibit A. Licensee shall be responsible for costs of improvements to develop a parking lot on the property for a sum not to exceed $220, 659 . Costs expended by Licensor for construction of the parking lot shall be reimbursed to Licensor in accordance with attached Exhibit B. Prior to any reimbursement to Licensor, the City Administrator shall approve the work performed. The City Administrator shall have the authority to authorize payments upon approval of the work and accept the improvements . The parties understand that the improvements shall include demolition, grading and earthwork; parking construction including asphalt, curbs, gutters, and lighting; and landscaping. Licensor shall be resonsible for engineering and testing, and shall receive a 15% supervision/ overhead fee, not to exceed $30, 000 . 6 . LICENSE IRREVOCABLE This license shall be irrevocable for the term hereof . 7. OPTION Licensor hereby grants Licensee the exclusive right to purchase the property or exchange acceptable property for the subject property, at the price and under the terms and conditions set forth herein. This option shall be irrevocable and shall commence on the date of this agreement and end December 31, 1990 . -6- Licensee may exercise this option by a written notice to Licensor. Thereafter, the parties shall enter into an escrow to complete sale and purchase of the property within 90 days after completion of the appraisal process. The purchase price of the property shall be determined by appraisal. Licensee shall cause an appraisal to be prepared within 30 days after exercise of the option. For purposes of calculation, the appraiser shall utilize the assumptions contained in the appraisals by Mark A. Linnes, M.A. I . for the land exchange for Parcels 1, 2, and 3 in his appraisal dated February 19, 1989, and AP 023-040-7 & 8 in his appraisal dated January 10, 1989, copies of which are on file with the city. The property shall be valued on the basis of the highest, best, and most probable use being single family residential . In the event Licensor disagrees with the purchase price determined by Licensee' s appraisal, Licensor shall have 30 days to prepare its own appraisal, using the same assumptions as to value. If the two appraisals do not agree and the parties cannot resolve the difference, they shall, within 15 days after Licensee' s receipt of Licensor' s appraisal, appoint a third appraiser, who shall be an M.A. I . appraiser. This third appraiser shall then appraise the value using the same assumptions, and the determination of this appraiser and any one of the other two appraisers shall be binding and conclusive on the parties . Each party shall pay the costs of its own appraiser, and the parties shall split the costs of a third appraiser. -7- 1 8 . Licensor warrants that it has good, clear and marketable title to the property in fee simple and the authority to enter into this agreement. 9 . FURTHER AGREEMENTS Licensee acknowledges that it is Licensee' s intention to enter into a permanent agreement for the use of the Premises . Said agreement will be in the form of either a lease, a lease with an option to purchase, an exchange, or an outright purchase of the Premises . For purposes of such purchase agreement, the value of the premises shall not include the improvements; the premises shall be valued as unimproved property. 10 . NOTICES All notices given hereunder shall be effective when personally delivered or if mailed, within 48 hours of the deposit of such notice in the U.S. Mail, prepaid, and certifiedwith return receipt requested and addressed to Licensee or to Licensor ' s Project Manager at the respective addresses shown below: LICENSOR: LICENSEE: Pacific Coast Homes City of Huntington Beach 2120 Main Street 2000 Main Street Suite 260 1st Floor Huntington Beach, CA Huntington Beach, CA Attn: Vice President-Legal Attn: Real Property Mgr. -8- STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On January 2, 1990, before me, the undersigned, a Notary Public in and for said State, personally appeared J. W. JOHNSON and J. J. LOPEZ personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the President and Assistant Secretary/Treasurer on behalf of PACIFIC COAST HOMES, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal. s:• OFFICIAL SEAL i I. �� S. L. DOMBROWSK'I �% NOTARY PUBLIC -CALIFORNIA NotaryPublic in and for said State ��"_: ORANGE COUNTY n;,, My comm. expires SEP 13, 1993 EXHIBIT A LEGAL DESCRIPTION FOR CIVIC CENTER PARKING LOT THOSE PORTIONS OF LOTS 13 AND 14 OF BLOCK 1901 OF TRACT NO. 12 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 9, PAGE 13 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDING AND INCLUSIVE OF PORTIONS OF SEVENTEENTH STREET AS SHOWN ON SAID MAP AND AS VACATED IN THAT CERTAIN RESOLUTION NO. 5989 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, A CERTIFIED COPY OF WHICH RECORDED AS INSTRUMENT NO. 89-137620 OF OFFICIAL RECORDS OF ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF LAKE AVENUE, 90 .00 FEET IN WIDTH, AND THE CENTERLINE OF SEVENTEENTH STREET 70.00 FEET IN WIDTH, AS SHOWN ON SAID MAP; THENCE SOUTH 00°19 ' 06" WEST 147 .32 FEET ALONG SAID WESTERLY LINE OF LAKE AVENUE TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 34.00 FEET; THENCE SOUTHWESTERLY 53. 41 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00 ' 00" ; THENCE NORTH 89°40 ' 54" WEST 158 .70 FEET; THENCE NORTH 00°19 '06" EAST 129. 89 FEET TO THE CENTERLINE OF SAID SEVENTEENTH STREET; THENCE NORTH 41°38 ' 23" EAST 68 .48 FEET ALONG SAID CENTERLINE TO AN ANGLE POINT IN SAID SEVENTEENTH STREET; THENCE CONTINUING ALONG SAID CENTERLINE OF SEVENTEENTH STREET SOUTH 89°40 ' 54" EAST 147 .48 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF .770 ACRES, MORE OR LESS. LEGAL. DESCRIPTION ALDEN & FOR SSOCIATES CIVIC CENTER PARKING LOT CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS I80I2 COWAN.SUITE 210 • IRVINE,CA 92714 1KO.No. 0766-162-1X Dst• 8/1/89 714/660-0110 FAX:660-04I8 1 En r. PER Chk. Sh•.t 1 Of 1 a l ' . . 't h • CIVIC CENTER PARKING LOT EXPANSION CONSTRUCTION COST ESTIMATE 26 OCTOBER 1989 TOTAL ESTIMATED TOTAL TOTAL TOTAL DESCRIPTION OF WORK AT COMPLETION CONTRACTED PAID REMAINING TO PAY Demo & Earthwork 34,104.80 34,104.80 31,106.53 2,998.27 Parking Lot Construction 102,271.40 102,271.40 86,327.50 15,943.90 Landscape Construction 44,546.19 10,470.91 653.20 43,892.99 Engineering &Testing 14,209.22 10,384.31 12,305.56 1,903.66 Supervision & Overhead (15%) 25,527.00 25,527.00 19,145.25 6,381.75 Total 220,658.61 182,758.42 149,538.04 71,120.57 AL :73t4 w oA Dv A gm z oNI 0 Ia c' OcOs 0 CD Z O >Qn EXHIBIT B I r j\rl q vcc'� ��ti''v 1jifJ SCALE: /"=10 ' v, ST,eEET //IS' 3i6 • g �t/ 89 4O 5¢"W_ O /9 .1 2 ' /0 - (.1) > . 3 .5 ( ) / \9 0 �0 770 Ac,eES I' IN Q • ¢5' 0 4 0) ? W �I L r � o oo ov ,ve9. 40- 5-4 - w /58. 70• • �-• 1:0 .► I \Q t I `r- % ,� Irk ,�' 1 41 1 h\• g uT/cA } NA STREET NyrilALDEN & SHETC/-/ TO ACCOMPANY SSOCIATES A LEGAL DESC R/PT/ON fEOe L'/1//C CENTER. /ARK/NG L CT CIVIL ENGINEERS—PLANNERS—LAND SURVEYORS �7G010_ Coz_ /X 8-/(p `B9 18012 COWAN,SUITE 210 • IRVINE, CA 92714 1K0.No.. Date 7I4/660-0110 FAX:660-04I$ En r. /'E. Chk. P'e. Shut 2 Of z .. 4 • , tn. CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK February 8, 1990 Pacific Coast Homes 2120 Main Street Suite 260 Huntington Beach, CA 92648 Attn: Vice President-Legal Enclosed is an executed copy of License and Option Agreement between the City of Huntington Beach and Pacific Coast Homes for a Civic Center Parking Lot which was approved by the City Council of the City of Huntington Beach on November 20, 1989. Connie Brockway City Clerk CB:bt Enc. (Telephone:714-536-5227) OFFICE OF CITY ATTORNEY �� iila Z r a P.O.BOX 2740 s�f�ouNT� ;`;�'' 2000 MAIN STREET • HUNTINGTON BEACH CALIFORNIA 92647 GAIL HUTTON TELEPHONE City Attorney (714)536-5555 November 20, 1989 Bill Holman HUNTINGTON BEACH COMPANY 2120 Main Street Suite 260 Huntington Beach, CA 92648 RE: CIVIC CENTER PARKING LOT AGREEMENT Dear Mr. Holman: Attached please find a revised page 6 to the agreement; we have substituted this new page 6 on the Clerk' s copy. I have corrected the error in the third sentence, of paragraph 5, to change in line 7 the word licensee to licensor . Very truly you s, ROBERT C. A STER Deputy City Attorney STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss' On this Ste` day of U 4 R y , 19 90 , before me, a No .a...!...nr Public in and for said County and ttate, personally appeared 1 k 0 M 9-S J, M 4y.c , known to me to be the Mayor and C.orJ nJ J e 'R ocK(,),4 , known to me to be the City Clerk of the City of Huntington Beach, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. OFFICIAL SEAL • � BETTE BARILLA ' .) �„r�,1i` Notary Public-California \ J-��X ORANGE COUNTY My Comm.Ex..Jan.8,1990 rasa In witness whereof , the parties hereto have executed this agreement this 7 day of .7i91ouAlc , 1914. LICENSOR: LICENSEE: Pacific Coas •• es City of Huntington Beach A Ca orn' a • • 'poration ----.A)Q By: , AL J- It . Pr ' "Le � Mayor By: (i92. ' Its : L�/. . ATTEST: APPROVED AS TO FORM: 50,14.:E, 621,10 ___A--t..:i. 44----ff---1---- 644/-11)7 City Clerk /44 City Attorney e : is-y 4j INITIATED AND APPROVED: ✓` 2-` o \,(2',1-16Q-1 ----- City Administrator • -9-